3. GTC for PO - doc. SPC_GR-GROUP-SC-PRO

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Summary of Revisions

Date

Revision

Prepared

Checked

Approved

18/02/2020

This document has been prepared by a Saipem working group

Arianna MODA - Industrial Risk and Supply Chain Monitoring and Reporting and PMO Program Manager Officer

Michele BIANCOLINO Procurement E&C Offshore Simone ZAGAGLIA Procurement E&C Onshore Stefano PAGNONI Procurement Drilling Offshore Ivan TRUCILLO Procurement Drilling Onshore Ivano CONFORTI Procurement XSight Paolo PEDRAZZINI Procurement Polo Servizi Paolo MARCARINI Contract Management E&C Offshore Dario QUARANTA Contract Management E&C Onshore Liliana PALUMBO Contract Management Drilling Alice Maia ROSSI Contract Management XSight Margherita ROSSINI Contract Management Polo Servizi

M. Colombo LEGAS

S. Abrate RSBI

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TABLE OF CONTENTS

DEFINITIONS AND INTERPRETATION

PURCHASER TECHNICAL DOCUMENTS

APPROVAL OF SUPPLIER DOCUMENTS

FREE ISSUED ITEMS

SPARE PARTS

CHANGE IN THE SUPPLY

DELIVERY

SUPPLIER’S GENERAL OBLIGATIONS

LIQUIDATED DAMAGES

TITLE AND RISK

11 WARRANTIES

PRICING

TAXES, DUTIES AND FEES

INVOICING AND PAYMENT

PARENT COMPANY GUARANTEE AND BANK GUARANTEES

PERFORMANCE BOND ADVANCE PAYMENT BOND RETENTION MONEY AND RETENTION MONEY BOND WARRANTY BOND

SUSPENSION FOR CONVENIENCE

FORCE MAJEURE

NOTICE OF DEFAULT

TERMINATION

TERMINATION FOR DEFAULT TERMINATION FOR CONVENIENCE

LIABILITIES AND INDEMNITIES

CONSEQUENTIAL DAMAGES

LIMITATION OF LIABILITY

INSURANCE REQUIREMENTS

24 GOVERNING LAW

LAWS AND REGULATIONS

SETTLEMENT OF DISPUTES

CONFIDENTIALITY AND ETHICAL BUSINESS STANDARDS

PERSONAL DATA PROTECTION CONFIDENTIALITY ETHICAL BUSINESS STANDARDS

18 19 19 19

22 23

27 27 28

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SUSTAINABILITY

ASSIGNMENT AND SUB-CONTRACTING

ASSIGNMENT OF CREDIT

SUPPLIER TO INFORM ITSELF AND NON-WAIVER OF RIGHTS

SURVIVAL OF PROVISIONS

AUDITING

THIRD PARTIES’ RIGHTS

LIENS

DEBTS DUE BY SUPPLIER

INTELLECTUAL PROPERTY RIGHTS

INDEPENDENT SUPPLIER

38 QUALITY ASSURANCE/QUALITY CONTROL

HEALTH SAFETY ENVIRONMENTAL REQUIREMENTS

RISK MANAGEMENT

EXPEDITING, INSPECTION AND TESTING, SHIPMENT PREPARATION, PACKING AND MARKING

EXPEDITING INSPECTION AND TESTING INSPECTION BY STATUTORY AUTHORITIES WEIGHT OF THE GOODS SHIPMENT PREPARATION, PACKING AND MARKING PACKING MARKING

TECHNICAL ASSISTANCE SERVICES

SECURITY

EXPORT CONTROL LAWS AND REGULATIONS

EXPORT CREDIT AGENCIES

36 37 37 38 38 38 39

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1 DEFINITIONS AND INTERPRETATION

1.1 Except where the context requires otherwise, the following definitions shall apply in the PURCHASE

ORDER DOCUMENTS:

1.1.1 AFFILIATE: means any legal entity which controls, is controlled by, or is under common control

with the legal entity in respect of which the definition is used. For the purposes of this definition,

“control” means the right to exercise the vote of more than fifty percent (50%) of all the voting

shares, equity or other ownership interest with voting rights in an entity and “controlled” and

“controls” shall be construed accordingly.

1.1.2 APPLICABLE LAWS: means all laws in its broadest sense including law, equity, treaties, statutes,

by-laws, decrees, edicts, codes, orders, rules, ordinances and regulations and the like whether of

any local, municipal, territorial, provincial, federated, national or any other duly constituted

governmental authority or agency having jurisdiction over the PARTIES, the GOODS and/or the

SUPPLY.

1.1.3 AUTHORIZED INSPECTION AUTHORITY: means the inspection authority appointed by the

PURCHASER for the purposes of conducting inspections of the GOODS as provided for in the

PURCHASE ORDER.

1.1.4 CHANGE: means changes to or modifications in the PURCHASE ORDER DOCUMENTS, which

may include changes to or modifications in the SUPPLY, SUPPLY TIME SCHEDULE, and/or the

TOTAL PURCHASE ORDER AMOUNT.

1.1.5 CONFIDENTIAL INFORMATION: means any and all information arising out of the performance of

the SUPPLY or in connection with the PURCHASE ORDER DOCUMENTS, including their

existence that is disclosed before or after the EFFECTIVE DATE, whether orally, in writing or other

visual form, through visual inspection of facilities or objects, or through discussions between the

PARTIES, in any tangible and/or intangible format, whether or not labelled or identified as private,

proprietary or confidential.

1.1.6 CONSEQUENTIAL LOSS: means any loss of revenue, profit, anticipated profit, use, production,

product, productivity, facility downtime, contract, business opportunity, or any indirect, or

consequential loss, or damages of any nature (excluding any liquidated damages), howsoever

caused and incurred.

1.1.7 DELIVERY DATE: means the date when the GOODS must be delivered, as indicated in the

PURCHASE ORDER.

1.1.8 DELIVERY POINT: means the place where the GOODS must be delivered, in accordance with

Incoterms (latest applicable edition), as indicated in the PURCHASE ORDER.

1.1.9 EFFECTIVE DATE: means the date on which the PURCHASE ORDER DOCUMENTS enter into

full force and effect, as indicated in the PURCHASE ORDER.

1.1.10 FACILITATION PAYMENT(S): means unofficial payment(s) made to a PUBLIC OFFICIAL in order

to expedite, favor and, in general, facilitate, the performance of routine activities.

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1.1.11 FAMILY MEMBER: means the PUBLIC OFFICIAL’s spouse; the PUBLIC OFFICIAL’s and the

spouse’s grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and first

cousins; the spouse of any of these people; and any other individuals who share the same

household; and the private party’s spouse; the private party’s and the spouse’s grandparents,

parents, siblings, children, nieces, nephews, aunts, uncles, and first cousins; the spouse of any of

these people; and any other individuals who share the same household.

1.1.12 FINAL DESTINATION: means the final destination of the GOODS, as indicated in the PURCHASE

ORDER.

1.1.13 FREE ISSUED ITEMS: means any equipment and/or materials provided by PURCHASER to be

incorporated in the GOODS or used in the SUPPLY, with or without additional processing.

1.1.14 GOODS: means all equipment, materials, and/or parts thereof, to be provided to PURCHASER by

SUPPLIER under

the PURCHASE ORDER DOCUMENTS, also

including

the relevant

documentation listed in the PURCHASE ORDER DOCUMENTS.

1.1.15 GROSS NEGLIGENCE: means any act or failure to act (whether sole, joint or concurrent) which is

in reckless disregard of or indifference to harmful, avoidable and reasonably foreseeable

consequences.

1.1.16 INDEMNIFY: means release, protect, defend, indemnify and hold harmless, and “INDEMNITY”,

“INDEMNIFYING”, “INDEMNIFICATION” and the like shall be construed accordingly, if and where

used.

1.1.17 INTELLECTUAL PROPERTY: means any inventions, discoveries, works of authorship, patents,

utility models, design rights, semiconductor topography rights, software and database rights, rights

in CONFIDENTIAL INFORMATION including know-how and trade secrets, copyrights, trademarks

or other similar rights in any country whether registered, registrable or not, and including

applications for any of them and any other title or rights to them whenever and howsoever arising

for their full term, including renewals and extensions.

1.1.18 PARTY: means either PURCHASER or SUPPLIER as the case may be.

1.1.19 PRINCIPAL(S): means each owner (partner or shareholder) of the SUPPLIER, each member of

the board of directors of the SUPPLIER, each officer or managing director of the SUPPLIER, each

individual who is a beneficial owner of the SUPPLIER or each individual who is able to exercise

control over the SUPPLIER through any arrangement, and each individual (employees and

consultants) working for the SUPPLIER who is principally responsible for operations and/or

activities under the PURCHASE ORDER.

1.1.20 PROJECT: means the project in which SUPPLY or part thereof is to be used by PURCHASER

and/or by PURCHASER’s client.

1.1.21 PUBLIC OFFICIAL(S): means:

a. anyone who performs public functions in a legislative, judicial or administrative capacity;

b. anyone acting in an official capacity for or on behalf of (i) a national, regional or local government;

(ii) an agency, department or instrumentality of the European Union or of an Italian or a non-Italian

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national, regional or local government; (iii) an Italian or a non-Italian company that is owned,

controlled or invested in by government (including, for example, employees of “national oil

companies”); (iv) a public international organization such as the European Bank for Reconstruction

and Development, the International Bank for Reconstruction and Development, the International

Monetary Fund, the World Bank, the United Nations or the World Trade Organization; or (v) an

Italian or a foreign political party, a member of a political party or candidate for political office;

c. anyone in charge of providing a public service, i.e. whoever performs a public service for whatever

reason, where public service means an activity that is governed in the same way as a public

function, except that the power vested in the latter is absent.

1.1.22 PURCHASE ORDER DOCUMENTS: means all the documents listed in the PURCHASE ORDER,

together with any amendment or modification thereto.

1.1.23 PURCHASE ORDER: means the Purchase Order issued by PURCHASER to SUPPLIER for the

performance of the SUPPLY.

1.1.24 PURCHASER: means the person so named in the PURCHASE ORDER.

1.1.25 PURCHASER GROUP: means PURCHASER, its co-venturers, its and their respective AFFILIATE

and its and their respective directors, officers and employees (including agency personnel), but

excluding any member of SUPPLIER GROUP.

1.1.26 PURCHASER TECHNICAL DOCUMENTS: means all the requirements, specifications, standards,

codes, data sheets and drawings included in and/or referred to in the PURCHASE ORDER, to

which the SUPPLY must conform.

1.1.27 RESTRICTED PARTY: means an entity (i) targeted by national, regional or multilateral trade or

economic sanctions under applicable Laws, including, but not limited to, persons designated on the

United Nations financial sanctions lists, European Union (EU) or EU member state consolidated

lists, U.S Department of the Treasury Office of foreign assets control lists, U.S State Department

non-proliferation sanctions lists or U.S Department of Commerce denied persons list, in force from

time to time or (ii) directly or indirectly owned or controlled by or acting on behalf of such persons.

1.1.28 REVISION: means the document issued by PURCHASER which formalizes a CHANGE.

1.1.29 SERVICES: means technical assistance services and any and all services required under the

PURCHASE ORDER DOCUMENTS, which may include design, inspection, testing, training,

expediting, quality assurance and control, painting, packing, delivery and installation or fixing, in

connection to the GOODS, as part of the SUPPLY.

1.1.30 SITE: means any and all the locations or areas where the PROJECT is performed.

1.1.31 SUPPLIER: means the person so named in the PURCHASE ORDER.

1.1.32 SUPPLIER DOCUMENTS: means any and all the deliverables, manuals, instructions, sketches,

drawing, calculations, reports, recommendations, and the like to be provided by SUPPLIER to

PURCHASER pursuant to the PURCHASE ORDER DOCUMENTS.

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1.1.33 SUPPLIER GROUP: means the SUPPLIER, its sub-suppliers and sub-contractors at any tier, its

and their AFFILIATE, its and their respective director, officers and employees (including agency

personnel), but shall not include any member of the PURCHASER GROUP.

1.1.34 SUPPLY: means the GOODS and relevant SUPPLIER DOCUMENTS, together with the delivery

thereof, the performance of the SERVICES and any tangible or intangible thing which arises out of

or in connection with the performance of the SERVICES by SUPPLIER GROUP, to be provided by

SUPPLIER in accordance with the provisions of the PURCHASE ORDER DOCUMENTS.

1.1.35 SUPPLY TIME SCHEDULE: means time schedule, prepared by the SUPPLIER and submitted for

PURCHASER’s approval, showing chronological order of major activities, key dates and

DELIVERY DATE as specified in the PURCHASE ORDER DOCUMENTS.

1.1.36 THIRD PARTY: means a person which is not a member of PURCHASER GROUP or SUPPLIER

GROUP.

1.1.37 TOTAL PURCHASE ORDER AMOUNT: means the total all-inclusive compensation payable to the

SUPPLIER under the PURCHASE ORDER.

1.1.38 TRADE CONTROL LAWS: means all applicable laws, regulations, decrees and orders governing

the export and re-export of goods, technology, software and/or services, including, to the extent

applicable, European Council Regulation 428/2009 and any amendments thereto, the U.S. Export

Administration Regulations administered by the U.S. Department of Commerce, the U.S. trade

sanctions legislation administered by the U.S. Department of the Treasury and other export control

and trade sanctions laws, regulations and administrative requirements.

1.1.39 WEIGHT OF THE GOODS: means actual weight of the GOODS measured by calibrated load cell

on hook and verified at the delivery of the GOODS.

1.1.40 WILLFUL MISCONDUCT: means the willful disregard for harmful, avoidable and reasonably

foreseeable consequences.

1.2 In the PURCHASE ORDER DOCUMENTS the following rules of interpretation shall apply:

a. A person includes a natural person, corporate or unincorporated body (whether or not having

separate legal personality) and their representatives and successors.

b. Words in the singular shall include the plural, and vice-versa, and a reference to one gender shall

include other genders.

c. A reference to a statute or statutory provision is a reference to such statute or statutory provision

as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate

legislation under that statute or statutory provision, as amended or re-enacted.

d. The headings or subheadings in the PURCHASE ORDER DOCUMENTS are intended for

convenience of references only and shall not affect the interpretation or construction of the

PURCHASE ORDER DOCUMENTS.

e. All instructions, notifications, agreements, authorizations, approvals, requests, demands and

acknowledgements shall be in writing.

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If any part of the PURCHASE ORDER DOCUMENTS is held to be invalid or unenforceable for any

reason whatsoever by a court or governmental authority of competent jurisdiction, then such part

shall be deemed to be deleted, and the remainder of the PURCHASE ORDER DOCUMENTS shall

continue in full force and effect to the extent permitted under the APPLICABLE LAW.

g. Unless specifically stated otherwise, all references to days and/or months shall mean calendar

days (each day of the week) and/or months, respectively, according to the Gregorian calendar.

h. No provision in the PURCHASE ORDER DOCUMENTS shall be interpreted for or against either

PARTY because that PARTY or its legal counsel drafted such provision, and the contra proferentem

rule of construction shall have no application to the construction, interpretation or adjudication of

the PURCHASE ORDER DOCUMENTS.

i. Any phrase or part thereof introduced by the terms “including”, “include”, “in particular” or any

singular expression shall be construed as illustrative and shall not limit the sense of the words

preceding those terms.

PURCHASER TECHNICAL DOCUMENTS

SUPPLIER shall be deemed to have satisfied itself about the completeness, adequacy and sufficiency of the

information and data contained in the PURCHASE ORDER DOCUMENTS for the performance of the

SUPPLY. If during the study and development of PURCHASER TECHNICAL DOCUMENTS, SUPPLIER finds

any anomalies affecting the operational efficiency of the SUPPLY, or part thereof, SUPPLIER shall so notify

PURCHASER forthwith proposing the modifications, alterations or changes to be made, where so entitled

under Clause 6 “CHANGE IN THE SUPPLY”.

3 APPROVAL OF SUPPLIER DOCUMENTS

3.1 SUPPLIER DOCUMENTS shall be sent to PURCHASER for approval, review or information in

accordance with Material Planning and Work Progress Monitoring and all SUPPLIER DOCUMENTS shall

be signed by SUPPLIER authorized personnel. Examination and approval by PURCHASER of SUPPLIER

DOCUMENTS shall not relieve SUPPLIER from its liabilities relevant to the SUPPLY.

3.2 If SUPPLIER DOCUMENTS are insufficient or inaccurate, PURCHASER shall be entitled to instruct

SUPPLIER to revise said SUPPLIER DOCUMENTS, in whole or in part. SUPPLIER shall return the

SUPPLIER DOCUMENTS duly revised to PURCHASER within 15 (fifteen) days (or a different time agreed

by the PARTIES) from the day they were sent to SUPPLIER for revision.

3.3 SUPPLIER shall not be entitled to additional payment and/or extension of time where revision is

necessary to comply with the PURCHASE ORDER DOCUMENTS provisions.

3.4 SUPPLIER shall not be deemed to have fully performed the SUPPLY under the PURCHASE ORDER

DOCUMENTS until all SUPPLIER DOCUMENTS have been approved and are in the possession of

PURCHASER.

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FREE ISSUED ITEMS

4.1 PURCHASER shall provide SUPPLIER with FREE ISSUED ITEMS, if any, as per the PURCHASE

ORDER DOCUMENTS provisions.

4.2 Upon taking delivery of the FREE ISSUED ITEMS, SUPPLIER shall perform a visual inspection of their

condition. SUPPLIER shall accept them or notify PURCHASER of any shortfall, defects, damage or

breakdown within the number of days specified in the PURCHASE ORDER failing which FREE ISSUED

ITEMS shall be deemed accepted by SUPPLIER free from shortfall, defects, damage or breakdown.

4.3 All FREE ISSUED ITEMS shall be entered in suitable registers of receipt. SUPPLIER shall take good care

of the FREE ISSUED ITEMS. SUPPLIER shall take suitable measures of protection to prevent theft, loss,

damage or deterioration. From the delivery of the FREE ISSUED ITEMS, SUPPLIER shall be liable for

any and all loss, damage or deterioration thereof (except for ordinary wear and tear).

4.4 PURCHASER shall, at its care and expense, secure and maintain insurance coverage for the FREE

ISSUED ITEMS.

4.5 Unless incorporated in the GOODS, the SUPPLIER shall return the FREE ISSUED ITEMS as soon as

they are no longer required for the performance of the SUPPLY. In all cases the FREE ISSUED ITEMS

shall be returned in as good a condition as when provided, except for ordinary wear and tear, and shall

be delivered to the same places where they were received or to any other place designated by the

PURCHASER.

SPARE PARTS

SUPPLIER warrants to be able to deliver spare parts necessary to comply with the obligations stated in the

PURCHASE ORDER DOCUMENTS up to the end of the Warranty Period or at least of 24 (twenty-four) months

from the relevant DELIVERY DATE of the GOODS at the DELIVERY POINT, whichever expires later.

6 CHANGE IN THE SUPPLY

6.1 Any CHANGE shall not be valid unless formalized through a REVISION. PURCHASER shall not pay any

invoice for amounts not stipulated in the PURCHASE ORDER or in the relevant REVISION. Further, any

of the terms and conditions contained in or on the back of any invoices and/or any other documents issued

by SUPPLIER are expressly excluded, unless specifically accepted by PURCHASER in writing. For the

sake of clarity, total or partial payment of an invoice amount by PURCHASER shall not constitute

acceptance of terms and conditions inserted by SUPPLIER therein.

Any instruction given by PURCHASER in order to ensure that SUPPLIER complies with any of its

obligations under the PURCHASE ORDER DOCUMENTS shall not constitute a CHANGE.

6.2 PURCHASER has the right to instruct a CHANGE to SUPPLIER at any time. Within 5 (five) days from

PURCHASER’s request, SUPPLIER shall submit to PURCHASER an evaluation of the impacts of the

CHANGE, if any, to the PURCHASE ORDER DOCUMENTS.

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6.2.1 The PARTIES agree that such evaluation shall be built applying the same terms and conditions

(including rates/prices) of the PURCHASE ORDER DOCUMENTS for similar activities/materials.

In case the terms and conditions contained in the PURCHASE ORDER DOCUMENTS are

inappropriate or not applicable, or in case SUPPLIER fails to submit the evaluation within the

abovementioned timeframe, then PURCHASER shall proceed with a fair and reasonable

determination. Once the evaluation of the CHANGE is approved or determined by PURCHASER,

then PURCHASER shall issue the relevant REVISION.

6.2.2 Wherever possible, the impacts (if any) of a CHANGE on the PURCHASE ORDER DOCUMENTS

shall be agreed before the CHANGE implementation starts, using the estimates prepared in

accordance with the above Sub-Clause 6.2.1. However, if PURCHASER so request, SUPPLIER

shall proceed immediately with the CHANGE implementation even though the relevant REVISION

has not been issued yet.

6.2.3 SUPPLIER shall use reasonable efforts to mitigate the impact of the CHANGE on the SUPPLY.

6.3 Unless otherwise expressly agreed by the PARTIES in the REVISION, CHANGE shall in no way affect

the rights or the obligations of the PARTIES and all other provisions of the PURCHASE ORDER

DOCUMENTS shall remain unchanged.

6.4 If SUPPLIER considers there is an occurrence for which it is entitled to request a CHANGE, SUPPLIER

shall, within 5 (five) days from such occurrence (or any longer period if so agreed in writing by the

PARTIES), submit a request to PURCHASER to issue a CHANGE. Any such request shall include details

of the occurrence, together with any relevant data and an evaluation built as per Sub-Clause 6.2.1 above.

6.4.1 All diversions from or changes to the PURCHASE ORDER DOCUMENTS made by SUPPLIER on

its own initiative and without the prior written authorization of PURCHASER (including by means of

a REVISION), shall entitle PURCHASER to claim damages and SUPPLIER shall, at its own cost

and expense, rectify the above in accordance with the conditions specified in the PURCHASE

ORDER DOCUMENTS.

6.4.2 If SUPPLIER fails to submit requests for a CHANGE and/or fails to provide supporting evaluation,

both in accordance with Sub-Clause 6.2.1, any right to request such CHANGE shall be deemed

waived.

6.4.3 PURCHASER shall, within 5 (five) days of receipt of a request for a CHANGE and the supporting

evaluation, notify the SUPPLIER that the request, or part thereof:

a. is accepted and the relevant REVISION shall be issued accordingly;

b. is rejected since already included in the obligations undertaken by SUPPLIER under the terms of

the PURCHASE ORDER DOCUMENTS or for other stated reasons and/or

c. is not sufficiently detailed and, accordingly, requesting SUPPLIER to provide further information, in

which case the approval cycle above shall restart.

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7 DELIVERY

7.1 The delivery of the GOODS shall only be considered performed when the GOODS have been delivered

at DELIVERY POINT. SUPPLIER shall deliver the GOODS in accordance with the provisions set forth in

the PURCHASE ORDER DOCUMENTS on the DELIVERY DATE set out therein, unless delayed by

written instruction of PURCHASER.

7.2 If SUPPLIER intends to make delivery prior to the DELIVERY DATE set out in the PURCHASE ORDER,

it shall notify PURCHASER of such intended early delivery in sufficient time to allow PURCHASER to

arrange for receiving of the GOODS and to confirm that early delivery is acceptable. If such early delivery

is not acceptable for PURCHASER, SUPPLIER shall be responsible, at its sole cost and risk, to safely

store the GOODS until the contracted DELIVERY DATE are reached.

7.3 Delivery in instalments or separate consignments shall be permitted only with the prior written consent of

PURCHASER and only in accordance with the terms of such consent, if given. Such consent shall not

entitle SUPPLIER to claim payment prior to delivery of the whole of the GOODS, unless otherwise

expressly agreed in writing by PURCHASER.

7.4 In case of delivery at SUPPLIER’s premises, free and appropriate access shall be given by SUPPLIER

to the place of delivery together with facilities for uploading the GOODS on to relevant transport. In case

the means of conveyance put in place by PURCHASER or a third party appointed by PURCHASER could

not access the GOODS, the costs related to accessing the GOODS shall be borne by SUPPLIER.

7.5 SUPPLIER’s invoice shall include a copy of the delivery note, duly stamped and signed by PURCHASER

or by Representative of freight forwarded appointed by PURCHASER (in case of single or multiple

Delivery) or the Time/Material Schedule and Work Progress Monitoring Report approved by

PURCHASER (in case of Milestones). PURCHASER’s signature on above delivery note or approval of

the above Time/Material Schedule and Work Progress Monitoring Report shall not relieve SUPPLIER

from compliance of the GOODS in accordance with the PURCHASE ORDER DOCUMENTS.

In the event that SUPPLIER contracts the transport of GOODS to a third party, SUPPLIER must then

include a copy of third party’s road, rail, ship or air freight consignment notes with its invoice. GOODS

shall not be considered delivered solely on the basis of documents of SUPPLIER’s sub-supplier or sub-

contractor alone.

7.6 PURCHASER reserves the right to ask SUPPLIER to postpone the delivery of the GOODS. In this case

the property of the said GOODS shall be assigned to PURCHASER as from the established contractual

DELIVERY DATE and any storage and insurance cost and risk during the first 90 (ninety) days beyond

the contractual DELIVERY DATE shall be borne by SUPPLIER.

7.7 For the periods after the first 90 (ninety) days the warehousing terms shall be agreed between SUPPLIER

and PURCHASER but the risks inherent to warehousing shall vest in SUPPLIER.

SUPPLIER’S GENERAL OBLIGATIONS

8.1 SUPPLIER represents and warrants that it has:

a. the technical ability and the financial capability; and

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b. competent, fully experienced, trained, qualified, human resources to perform the SUPPLY in

accordance with the PURCHASE ORDER DOCUMENTS and is able and willing to allocate the

necessary resources thereto.

8.2 Without limiting the foregoing and SUPPLIER’s obligations hereunder, SUPPLIER shall at its own cost

and expense:

a. provide all management, supervision, personnel, materials, machinery and equipment (except for

FREE ISSUED ITEMS to be provided by PURCHASER), plant, consumables, facilities and all other

things whether of a temporary or permanent nature required for the SUPPLY;

b. perform the SUPPLY in accordance with APPLICABLE LAWS;

c. prepare and submit SUPPLIER DOCUMENTS including Quality Control Plan, a detailed SUPPLY

TIME SCHEDULE showing chronological order of major activities, key dates and DELIVERY

DATE, for PURCHASER’s review and approval as specified in the PURCHASE ORDER

DOCUMENTS;

d. supervise, inspect, expedite and control all phases of the SUPPLY, including such parts as are

carried out by its sub-supplier and sub-contractor;

e. bear all expenses associated with the personnel provided under the PURCHASE ORDER

DOCUMENTS, including, but without limitation, all wages, salaries, taxes, benefits, allowances,

social security contributions and (save as may be otherwise expressly provided herein) the cost of

accommodation, travelling, subsistence and medical treatment;

f. bear the expenses incurred by PURCHASER for SUPPLIER’s provided supporting documents

found inadequate to obtain any certification (included class certification), any compliance

declaration and/or authorisation needed for the use of the supplied GOODS;

g. provide PURCHASER with a full set of “as built drawings”, final documentation, data and reports,

in accordance with the provisions of the PURCHASE ORDER DOCUMENTS and to the entire

satisfaction of both PURCHASER and AUTHORIZED INSPECTION AUTHORITY;

h. if requested by PURCHASER, provide office space and communication facilities for both

PURCHASER and AUTHORIZED INSPECTION AUTHORITY representatives.

8.3 SUPPLIER shall comply with the above in the performance of the SUPPLY and in case of failure shall

INDEMNIFY PURCHASER.

LIQUIDATED DAMAGES

9.1 SUPPLIER hereby acknowledges the importance of and shall use its best effort to meet the DELIVERY

DATE.

9.2 Should SUPPLIER fail to deliver the GOODS or any portion thereof by the DELIVERY DATE, as specified

in Clause 7 “DELIVERY”, SUPPLIER shall be liable to, and shall pay to PURCHASER, as Liquidated

Damages, the amount specified in the PURCHASE ORDER.

9.3 Should SUPPLIER fail to deliver any of the documents listed in the PURCHASE ORDER DOCUMENTS

and/or perform the SERVICES within the date specified in the PURCHASE ORDER, SUPPLIER shall be

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liable for, and shall pay to PURCHASER, as Liquidated Damages, the amount specified in the

PURCHASE ORDER.

9.4 Should SUPPLIER fail to deliver the GOODS in accordance with Clause 41 “WEIGHT OF THE GOODS”,

SUPPLIER shall be liable to, and shall pay to PURCHASER, as Liquidated Damages, the amount

specified in the PURCHASE ORDER.

9.5 The PARTIES agree that such Liquidated Damages represent a fair, reasonable and genuine pre-

estimate of any and all the damages and/or losses likely to be suffered by PURCHASER as a result of

the late delivery of the SUPPLY or any part thereof or non-compliance with Clause 41 “WEIGHT OF THE

GOODS”, as the case may be.

9.6 Without prejudice to PURCHASER’s rights under Clause 19 “TERMINATION”, such Liquidated Damages

shall be the sole financial remedy of PURCHASER for SUPPLIER’s late delivery of the SUPPLY or any

part thereof or non-compliance with Clause 41 “WEIGHT OF THE GOODS”, as the case may be.

9.7 If SUPPLIER becomes liable for the payment of any Liquidated Damages pursuant to this Clause, such

Liquidated Damages shall become immediately due and payable. PURCHASER, at its option, shall

invoice SUPPLIER for Liquidated Damages, as they accrue, or offset the accrued Liquidated Damages

against amounts then owing by PURCHASER to SUPPLIER, once PURCHASER notifies its intention to

levy such Liquidated Damages.

9.8 The payment of Liquidated Damages shall in no case constitute a waiver, reduction, or restriction of

PURCHASER ‘s rights, in law or in equity, in respect of any other breach by SUPPLIER of its obligations

under the PURCHASE ORDER DOCUMENTS, nor relieve the SUPPLIER of its obligations to diligently

complete the SUPPLY, or from any other of its obligations and liabilities under the PURCHASE ORDER

DOCUMENTS or under APPLICABLE LAWS.

10 TITLE AND RISK

10.1 The SUPPLIER represents and warrants that its rights to possession or ownership and title in the GOODS

can be transferred. Title to the GOODS and to all other items supplied by SUPPLIER or its sub-suppliers

and sub-contractors to PURCHASER under the PURCHASE ORDER shall pass to PURCHASER on

whichever is earlier between the date when such item has been identified to be provided to PURCHASER,

it is first identified as being specific to the SUPPLY (and/or to the PROJECT) or when is delivered to the

DELIVERY POINT.

10.2 Risk of loss of or damage to the GOODS provided by the SUPPLIER under the PURCHASE ORDER

DOCUMENTS shall pass to the PURCHASER upon delivery of the GOODS by the SUPPLIER in

accordance with the PURCHASE ORDER DOCUMENTS.

11 WARRANTIES

11.1 SUPPLIER represents and warrants that the GOODS (including spare parts, where applicable) are new,

of a proven reliable design suitable for operation in the environment specified, shall have a history of

satisfactory performance under similar operating conditions and shall comply with the provisions of the

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PURCHASE ORDER DOCUMENTS, including any and all technical specifications, PURCHASE ORDER

DOCUMENTS requirements, drawings and data contained therein and shall be free from defects in

manufacture and workmanship, and any design or engineering related to the components/materials

furnished by the SUPPLIER.

11.2 The SUPPLY shall be guaranteed, without prejudice to any warranty at Law, until the expiry of the

Warranty Period specified in the PURCHASE ORDER.

11.3 SUPPLIER is liable at SUPPLIER’s cost and risk for the correction and making good of any and all errors,

faults, defects, non-conformities or deficiencies of any kind, including without limitation faulty design, faulty

material or faulty workmanship, affecting the SUPPLY.

Upon being so notified by PURCHASER, SUPPLIER shall make good any and all such errors, faults,

defects, not conformities or deficiencies, all as notified by PURCHASER and SUPPLIER shall undertake

the dismantling, rectification, repair, replacement, reinstallation and retesting of the GOODS at its sole

cost and risk and in compliance with the requirements of the PURCHASE ORDER DOCUMENTS.

11.4 All costs involved in returning the GOODS to the SUPPLIER, or in sending replacement GOODS to

PURCHASER shall be at SUPPLIER’s expense.

11.5 In the event SUPPLIER has been notified of any defects in the SUPPLY in violation of SUPPLIER’s

foregoing warranties, but refuses or fails to promptly commence and adequately correct such defects, or

to have such defects corrected at SUPPLIER’s expense, SUPPLIER shall on demand pay PURCHASER

the actual costs incurred by PURCHASER in correcting such defects and PURCHASER shall reserve the

right to deduct such costs from any outstanding amount due to SUPPLIER by PURCHASER according

to the provisions as set out in Clause 35 “DEBTS DUE BY SUPPLIER”. Failing the above, PURCHASER

shall have the right to call the Bond(s) pursuant to Clause 15 “PARENT COMPANY GUARANTEE AND

BANK GUARANTEES”.

11.6 If SUPPLIER performs remedial or corrective work on defects or deficiencies arising or found in the

SUPPLY, or provides to repair or replace defective GOODS, or defective part of it, the provisions of this

Clause shall apply to such repaired or replaced SUPPLY for a further period of months as set out in the

PURCHASE ORDER from the date when the remedial or corrective work, or the repair or replacement of

defective SUPPLY or part of either or both is completed and accepted. However, the extended period

shall in no way expire earlier than the Warranty Period specified in the PURCHASE ORDER.

11.7 SUPPLIER shall not be liable for the costs of correcting any defects and/or non-conformities in the

SUPPLY performed under the PURCHASE ORDER DOCUMENTS to the extent such defects and/or non-

conformities are solely attributable to:

a. normal wear and tear; or

b. PURCHASER failure to observe SUPPLIER operating instruction attached to the PURCHASE

ORDER DOCUMENTS; or

c. operating conditions being different

from

those specified

DOCUMENTS.

the PURCHASE ORDER

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12 PRICING

12.1 The TOTAL PURCHASE ORDER AMOUNT is the full and complete compensation for SUPPLIER’s

complete performance of the SUPPLY and compliance with all terms and conditions of the PURCHASE

ORDER DOCUMENTS.

12.2 All prices and rates set forth in the PURCHASE ORDER shall be firm and fixed, and shall not be subject

to escalation or exchange rate variation of any kind for the entire duration of the PURCHASE ORDER

DOCUMENTS.

13 TAXES, DUTIES AND FEES

13.1 Whenever used in the PURCHASE ORDER DOCUMENTS, “tax” or “taxes” includes, but are not limited

to, corporate income or profits tax, sales tax, turnover tax, property tax, consumption tax, capital tax,

customs duties, import and export taxes and duties, value added tax and personal income tax,

employment tax, social security tax, pension contributions, unified social tax and any other similar charges

imposed upon or in connection with personnel provided by or on behalf of SUPPLIER in connection with

the performance of the SUPPLY.

13.2 SUPPLIER shall comply with the requirement of any APPLICABLE LAW and assumes full and exclusive

liability for:

a. the timely filing of any tax compliance requirements (including but not limited to all tax returns),

b. any potential tax costs (including but not limited to tax, tax sanctions, and interest for late payment

of taxes),

c. the prompt payment, when due, of all taxes, levies, fees, duties, assessments or charges either

measured or based upon SUPPLIER’s receipts, income or profits, and which are imposed by any

governmental authority of any country having jurisdiction to levy such taxes, levies, fees, duties,

assessments or charges in connection with the execution of the SUPPLY.

13.3 When required by the APPLICABLE LAWS, PURCHASER shall make payments on SUPPLIER’s behalf

or withhold monies from payments to SUPPLIER, for all taxes, levies, fees, duties, assessments or

charges imposed to SUPPLIER in accordance with and pursuant to Sub-Clause 13.2 above.

In such event, PURCHASER have the right to:

a. Withhold such monies from any sum otherwise due to SUPPLIER by PURCHASER, or

b. Require reimbursements of such payments from SUPPLIER. PURCHASER shall provide to

SUPPLIER with copies of payment orders evidencing such payments upon SUPPLIER request.

13.4 SUPPLIER shall INDEMNIFY PURCHASER from and against any and all costs, expenses, liabilities

and/or losses, claims, suits and/or proceedings of any kind resulting from, or arising out of or in connection

with SUPPLIER’s violation of any of its obligations under this Clause 13 “TAXES, DUTIES AND FEES”.

INVOICING AND PAYMENT

14.1 Invoice payment based on Time/Material Schedule and Work Progress Monitoring approved by

PURCHASER, or on the amount of the SUPPLY completed and accepted by PURCHASER, shall take

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into account the deductions provided for in the Clause 15 “ADVANCE PAYMENT BOND” herein, and

shall be paid to SUPPLIER within the terms specified in the PURCHASE ORDER DOCUMENTS.

The price indicated in the invoice shall show the value added tax (V.A.T.), or gross sale tax or any similar

indirect tax, as a separate item.

All payments made by PURCHASER shall be in the currency stated in the PURCHASE ORDER. No

payment adjustment shall be made as a result of any currency exchange rate fluctuation.

14.2 PURCHASER shall pay such invoice within the period specified in the PURCHASE ORDER from receipt

of a correctly prepared and adequately supported invoice by electronic bank transfer to the bank account

nominated by SUPPLIER. SUPPLIER shall provide PURCHASER with the details of its bank account

within 15 (fifteen) days from the EFFECTIVE DATE. For the sake of clarity, the bank account shall be

headed to the SUPPLIER.

For payment in foreign/hard currencies, PURCHASER reserve the right to execute all the payment

obligations by means of a centralized cash management system.

In this case, Saipem Finance International B.V. after approval from PURCHASER, shall assume and

execute the relevant payment obligations and shall pay SUPPLIER within the period specified in the

PURCHASE ORDER from receipt by PURCHASER of a correctly prepared and adequately supported

invoice.

The use of this centralized cash management system does not imply any assignment of the PURCHASE

ORDER nor assignment of any other rights or obligations from PURCHASER to Saipem Finance

International B.V. nor shall it give SUPPLIER any right or claim against Saipem Finance International B.V.

14.3 If PURCHASER disputes any items on any invoice in whole or in part, or if the invoice is prepared or

submitted incorrectly in any respect, PURCHASER shall have the right to request SUPPLIER to issue a

credit note for the rejected part or whole of the invoice as applicable, giving reasons for such rejection.

Upon receipt of such credit note, PURCHASER shall pay the undisputed part of a disputed invoice.

14.4 Neither the presentation nor payment or non-payment of an individual invoice shall constitute a settlement

of a dispute, an accord, a satisfaction, a remedy of account stated, or otherwise waive or affect the rights

of the PARTIES hereunder. In particular PURCHASER may correct or modify any sum previously paid,

and may withhold from any money which becomes payable under the PURCHASE ORDER

DOCUMENTS, the amount which is the subject of the correction or modification if:

a. Any such sum was incorrect; and/or

b. Any such sum was not properly payable to SUPPLIER; and/or

c. Any part of the SUPPLY in respect of which payment has been made, and which does not comply

with the terms of the PURCHASE ORDER DOCUMENTS.

14.5 Payments shall not be made to anyone other than SUPPLIER, nor in any countries other than the

countries of incorporation of the PARTIES or where the PURCHASE ORDER is to be fulfilled and to the

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15 PARENT COMPANY GUARANTEE AND BANK GUARANTEES

15.1 Where the PURCHASE ORDER provides for the parent company guarantee, SUPPLIER shall deliver to

PURCHASER, within the number of days specified in the PURCHASE ORDER, a duly executed parent

company guarantee, issued by the ultimate parent company of SUPPLIER guaranteeing the performance

by SUPPLIER of its obligations under the PURCHASE ORDER DOCUMENTS.

15.1.1 The parent company guarantee shall be effective from the EFFECTIVE DATE and shall remain

valid until all the liabilities and obligations under the PURCHASE ORDER DOCUMENTS have been

fulfilled.

15.1.2 Where applicable the parent company guarantee shall be in the form attached to the PURCHASE

ORDER.

15.2 Where the PURCHASE ORDER provides for any type of bank guarantees (performance bond and/or

advance payment bond and/or warranty bond) by way of security, the SUPPLIER shall, at its own cost

and expense, provide guarantee in favour of PURCHASER from a bank with a Standard & Poor rating of

at least “BBB” (or otherwise acceptable for PURCHASER) and approved by PURCHASER, within the

time specified in the PURCHASE ORDER. Where applicable, any such guarantee shall be in the form

attached to the PURCHASE ORDER. If the completion of the SUPPLY is delayed in accordance with

PURCHASER’s request, SUPPLIER shall arrange for the bank guarantee to be extended for a period

equal to the period of delay. All relevant direct and documented costs in relation to such extension shall

be borne by PURCHASER.

If the TOTAL PURCHASE ORDER AMOUNT is increased in accordance with the provision of the

PURCHASE ORDER, and/or the completion is delayed for causes not attributable to PURCHASER,

PURCHASER may, at is sole option, require the value of the performance bond to be adjusted for an

amount and/or period equal to the period of delay and/or in proportion of the increase. All relevant costs

shall be borne by SUPPLIER.URCHASE ORDER.

PERFORMANCE BOND

15.3 Where the PURCHASE ORDER provides for a performance bond, SUPPLIER shall provide

PURCHASER with a performance bond issued in the form attached to the PURCHASE ORDER, for an

amount equal to a percentage of the TOTAL PURCHASE ORDER AMOUNT as defined in the

PURCHASE ORDER.

15.3.1 Should SUPPLIER be in default in respect of any of its obligations under the PURCHASE ORDER

DOCUMENTS, PURCHASER shall be entitled to call the aforementioned bond, fully or in part, on

its first written demand to the bank.

15.3.2 The performance bond shall remain valid throughout the duration of the PURCHASE ORDER

DOCUMENTS, up to 3 (three) months after the expected date when the Warranty Period ends and

shall be released only upon receipt of CONTRACTOR’s written communication. During the

execution of the PURCHASE ORDER DOCUMENTS, PURCHASER may, at is sole option, require

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the value of the performance bond to be adjusted to reflect any significant change to the TOTAL

PURCHASE ORDER AMOUNT.

15.3.3 Where the PURCHASE ORDER provides for a reduction of the percentage of the performance

bond during the Warranty Period, such reduction shall be authorized by PURCHASER in writing.

ADVANCE PAYMENT BOND

15.4 Where the PURCHASE ORDER provides for an advance payment, the related amount shall be invoiced

by SUPPLIER upon acceptance of the PURCHASE ORDER DOCUMENTS, and paid to SUPPLIER within

the terms specified in the PURCHASE ORDER, subject to SUPPLIER providing the documents listed

hereinafter:

a. an advance payment bond for an amount equal to the advance payment, issued in the form

attached to the PURCHASE ORDER;

b. the advance payment relevant invoice.

15.4.1 Such advance payment bond shall be periodically reduced by an amount equal to the amount

recovered by PURCHASER on the SUPPLIER’s progress payment invoice.

15.4.2 The advance payment shall be recovered by the means of a proportionate retention on the amount

due to SUPPLIER, as per its progress payment invoice.

RETENTION MONEY AND RETENTION MONEY BOND

15.5 Where the PURCHASE ORDER provides for a retention money, all payments made to SUPPLIER against

the PURCHASE ORDER DOCUMENTS shall be subject to retention of an amount equal to a percentage

specified in the PURCHASE ORDER. PURCHASER shall deduct such percentage from SUPPLIER’s

invoice. The retention money so deducted shall be held by PURCHASER until SUPPLIER submits its final

invoice.

15.5.1 At its option SUPPLIER shall issue, in the form attached to the PURCHASE ORDER, a new

performance bond in lieu of cash retention in an amount as to reflect the aggregate amount of

money that would have been retained pursuant to Sub-Clause 15.5 above. If a performance bond

has already been requested according to Clause 15 “PERFORMANCE BOND”, SUPPLIER may,

at its option, increase the original performance bond value in order to cover the deducted aggregate

amount of the retention money.

15.5.2 SUPPLIER shall not be entitled to receive any interest on retention money or any other retention

or payments in arrears or balances, which may, in the final settlement of accounts, be found to be

due to SUPPLIER.

WARRANTY BOND

15.6 Where the PURCHASE ORDER provides for the warranty bond, SUPPLIER shall by the start of the

Warranty Period, provide PURCHASER with a warranty bond issued in the form attached to the

PURCHASE ORDER, for an amount equal to a percentage of the TOTAL PURCHASE ORDER AMOUNT

as specified in the PURCHASE ORDER.

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15.6.1 Should SUPPLIER be in default in respect of any of its obligations during the Warranty Period,

PURCHASER shall be entitled to call the aforementioned bond, fully or in part, on its first written

demand to the bank.

15.6.2 The warranty bond shall remain valid up to 3 (three) months after the expected date when the

Warranty Period ends and shall be released only upon receipt of PURCHASER’s written

communication. Should any errors, faults, defects, non-conformities or deficiencies of any kind in

the SUPPLY, which require correction and making good in accordance with Sub-Clause 11.3 be

discovered during the Warranty Period, SUPPLIER shall extend the warranty bond for such period

and for such amount as may be reasonably agreed between the PARTIES.

16 SUSPENSION FOR CONVENIENCE

16.1 PURCHASER in its absolute and sole discretion shall be entitled to instruct SUPPLIER to suspend the

SUPPLY for any reason, by giving notice (“Notice of Suspension”) thereof to SUPPLIER. The Notice of

Suspension shall specify the date of suspension and the estimated duration of the suspension. During

the period of such suspension SUPPLIER shall properly care for and protect all GOODS and shall take

all reasonable measures to reduce or control the costs during the suspension period.

16.2 PURCHASER shall at any time be entitled to withdraw the suspension by notice to SUPPLIER and

SUPPLIER shall immediately restart the execution of the SUPPLY, for which the suspension is withdrawn

on the specified effective date of withdrawal.

16.3 Should SUPPLIER believe that any such suspension or withdrawal of the suspension justifies a

modification of the TOTAL PURCHASE ORDER AMOUNT due to SUPPLIER incurred costs and/or of the

DELIVERY DATE, SUPPLIER shall comply with the provisions of the procedure set forth in Clause 6

“CHANGE IN THE SUPPLY”.

16.4 Should the duration of such suspensions exceed 90 (ninety) consecutive days or 120 (one hundred and

twenty) in aggregate the period specified in the PURCHASE ORDER, the PARTIES shall agree on further

actions to be taken in terms of suspension or termination.

17 FORCE MAJEURE

17.1 “Force Majeure” means an exceptional event or circumstance which:

a. is beyond a PARTY’s control;

b. could not reasonably have been foreseen at the EFFECTIVE DATE;

c. a PARTY could not reasonably have avoided or overcome;

d. is not attributable to the other PARTY.

Force Majeure, so long as conditions a. to d. above are satisfied, may include:

i. war, hostilities (whether war be declared or not), invasion, act of foreign enemies;

ii. rebellion, terrorism, revolution, insurrection, military or usurped power, or civil war;

iii. riot, commotion, disorder, national strikes or lockouts by persons other than the personnel of

the PARTIES, and other employees of the PARTIES, of their sub-supplier and/or sub-contractor;

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iv. munitions of war, explosive materials, fire, explosion, ionising radiation or contamination by

radio-activity, except as may be attributable to SUPPLIER’s use of such munitions, explosives,

radiation or radio-activity;

v. natural catastrophes including earthquake, hurricane, typhoon or volcanic activity;

vi. aviation or maritime disaster.

17.2 If a PARTY is or will be prevented from performing any of its obligations under the PURCHASE ORDER

DOCUMENTS by Force Majeure, it shall notify the other PARTY within 48 (forty-eight) hours of its

occurrence, stating the nature, the start date, the obligations which it is or will be prevented from

performing and the expected duration of Force Majeure.

17.3 Each PARTY shall at all times use all reasonable endeavours to mitigate any delay arising from Force

Majeure.

17.4 The affected PARTY shall immediately give notice to the other PARTY when it ceases to be affected by

the Force Majeure.

17.5 The affected PARTY shall be excused from the performance of its obligations under the PURCHASE

ORDER DOCUMENTS for so long as such Force Majeure prevents it from performing them.

In the event of delays and non-fulfillment of such obligations due to Force Majeure, no PARTY may claim

any penalties, interests or compensation or participation for damages due to Force Majeure from the other

PARTY including in the event of termination related to Force Majeure in accordance with Sub-Clause

17.6.

17.6 Should a Force Majeure event or its consequences continue for more than 60 (sixty) consecutive days or

120 (one hundred and twenty) days in aggregate, the unaffected PARTY shall have the right to terminate

the PURCHASE ORDER pursuant to Clause 19 “TERMINATION” by giving prior notification to the

affected PARTY.

17.7 The events or circumstances that shall not constitute Force Majeure with respect to SUPPLIER, shall

include:

a. late delivery to SUPPLIER of machinery, equipment, spare parts or consumables, unless due to an

act or failure to act of PURCHASER;

b. a delay in the performance of any SUPPLIER’s sub-supplier and/or sub-contractor or another third

party;

c. random flaws in materials and equipment or breakdowns in equipment;

d. unavailability of funds;

e. adverse weather conditions;

f. non-national strikes;

g. failure to perform the SUPPLIY caused by SUPPLIER’s negligent or intentional acts, errors or

omissions or breach of, or default under the PURCHASE ORDER DOCUMENTS.

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18 NOTICE OF DEFAULT

18.1 SUPPLIER shall be in default in case of any failure to comply with any provision of the PURCHASE

ORDER DOCUMENTS.

18.2 PURCHASER shall notify any default to SUPPLIER, by means of a notice (“Notice of Default”), requiring

SUPPLIER to remedy its breach within a period indicated in such Notice of Default. Upon receipt of the

Notice of Default, SUPPLIER shall promptly inform PURCHASER in writing of the measures it intends to

take in order to correct such default and shall promptly commence to perform the relevant remedial

actions.

If upon expiration of the period indicated in the Notice of Default the default remains unremedied, or the

PARTIES have not reached a written agreement on its remediation, then without prejudice to

PURCHASER’s right to terminate in whole or in part the PURCHASE ORDER in accordance with Clause

19 “TERMINATION FOR DEFAULT” and without releasing SUPPLIER from its obligations or

responsibilities, PURCHASER shall have the right to:

a. request a third party to remedy the default or remedy it by itself; and/or

b. impose its and/or third party’s assistance and/or supervision on SUPPLIER.

18.3 All costs borne by PURCHASER as a result of SUPPLIER’s default shall be charged to SUPPLIER.

Without prejudice to any other method of recovery available to PURCHASER, PURCHASER shall have

the right to deduct such costs from the amounts that may still be due to SUPPLIER by PURCHASER,

corresponding to that part of the SUPPLY already performed in accordance with the PURCHASE ORDER

DOCUMENTS.

19 TERMINATION

TERMINATION FOR DEFAULT

19.1 Any termination of the PURCHASE ORDER by PURCHASER shall become effective as specified in a

notice (“Notice of Termination”) to be sent by PURCHASER to SUPPLIER and specifying the breach, and

shall be without prejudice to any claim which PURCHASER may have against SUPPLIER. On receipt of

such Notice of Termination, SUPPLIER shall, unless otherwise directed by the notice of termination,

immediately cease the performance of the SUPPLY and/or the placing of the sub-orders/sub-contracts to

sub-suppliers and/or sub-contractors in connection with the PURCHASE ORDER DOCUMENTS and

shall, if so requested, use any reasonable effort to cancel all existing commitments upon terms satisfactory

to PURCHASER, and shall thereafter perform only such portion of the SUPPLY as may be necessary to

preserve and protect the part of the SUPPLY in progress.

19.2 Without prejudice to the other provisions of the PURCHASE ORDER DOCUMENTS, PURCHASER shall

be entitled to terminate in whole or in part the PURCHASE ORDER in the following cases:

a. if SUPPLIER fails to remedy its breach within the period specified in the Notice of Default;

b. once the maximum amount payable as liquidated damages is reached;

c. if SUPPLIER becomes insolvent, bankrupt or makes an assignment for the benefit of creditors, or

if a receiver is appointed for a substantial part of SUPPLIER’s assets, or if SUPPLIER dissolves or

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liquidates or terminates its corporate existence or an order is made by a Court, or an effective

resolution is passed for the dissolution, liquidation or winding up of SUPPLIER;

d. if SUPPLIER assigns charges or otherwise transfers the PURCHASE ORDER to third parties, or

subcontracts the SUPPLY, in all or in part, without PURCHASER’s prior written consent;

e. if SUPPLIER fails to comply with any APPLICABLE LAW;

if SUPPLIER makes a CHANGE without PURCHASER’s prior written authorization;

g. if SUPPLIER suspends the performance of the SUPPLY in any way without PURCHASER’s prior

written authorization, including, in the event of arbitration;

h. if SUPPLIER fails to comply with the principle of Saipem’s Code of Ethics and/or with the provisions

of Clause 27 “ETHICAL BUSINESS STANDARDS”;

i. SUPPLIER’s continuing or persistent failure to perform the SUPPLY in accordance with the

PURCHASE ORDER DOCUMENTS provisions;

if applicable, if SUPPLIER fails to comply with the Italian “antimafia” administrative regulations

and/or with the Italian Law n. 136/2010 relating to financial flow traceability;

k. if SUPPLIER fails to comply with its obligations specified in the following Clauses: Clauses 8

“SUPPLIER’S GENERAL OBLIGATIONS”, 25 “LAWS AND REGULATIONS”, 32 “AUDITING”, 37

“INDEPENDENT SUPPLIER”, 38 “QUALITY ASSURANCE/QUALITY CONTROL” and 39

“HEALTH SAFETY ENVIRONMENTAL REQUIREMENTS”.

19.3 Should PURCHASER consider that SUPPLIER commits any of the above mentioned breaches,

PURCHASER shall notify SUPPLIER by written Notice of Termination specifying the breach, and the

PURCHASE ORDER DOCUMENTS or part thereof shall be automatically terminated from the date

specified in the Notice of Termination PURCHASER shall be entitled to be reimbursed by SUPPLIER for

all damages incurred in connection with such termination.

19.4 The termination of the PURCHASE ORDER pursuant to this Clause shall not relieve SUPPLIER from any

of its obligations or liabilities incurred as a consequence of default(s) committed prior to such termination.

19.5 If all or any part of the PURCHASE ORDER DOCUMENTS is terminated for reasons set forth in this

Clause, PURCHASER shall pay SUPPLIER for the portion of the SUPPLY satisfactorily performed up to

the date of termination.

19.6 Termination of the PURCHASE ORDER shall be without prejudice to any right or obligation already

accrued by either PARTY prior to the date of such termination, or which is specified or implied to remain

in force thereafter.

TERMINATION FOR CONVENIENCE

19.7 PURCHASER in its absolute and sole discretion may terminate the PURCHASE ORDER or any part

thereof for any reason and at any time by giving 10 (ten) days’ notice thereof to SUPPLIER.

19.8 On the date of such termination as stated in said notice, SUPPLIER shall cease the performance of the

SUPPLY and activities pertaining to the PURCHASE ORDER DOCUMENTS and shall preserve SUPPLY

in progress, all materials purchased and available for use in, or committed to the PURCHASE ORDER

DOCUMENTS both in its own and any other premises pending PURCHASER’s instructions.

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19.9 If the PURCHASE ORDER is terminated pursuant to the terms of this Clause, payment to SUPPLIER or

refund to PURCHASER, if any, shall be based on that portion of the GOODS satisfactorily supplied up to

and including the date of termination, plus, documented and necessary expenses directly resulting from

the termination according to the provisions specified Clause 16 “SUSPENSION FOR CONVENIENCE”.

19.10 Termination of the PURCHASE ORDER shall be without prejudice to any right or obligation already

accrued to either PARTY prior to the date of such termination, or which is specified or implied to remain

in force thereafter.

19.11 SUPPLIER shall use its reasonable efforts to minimize any cost resulting from termination for which it is

entitled to seek reimbursement from PURCHASER under this Clause.

19.12 SUPPLIER shall not be entitled to receive any payment for any CONSEQUENTIAL LOSS as a result of

termination of the PURCHASE ORDER DOCUMENTS under this Clause.

20 LIABILITIES AND INDEMNITIES

20.1 Except for the Sub-Clause 20.2 d. and 20.3 c. hereafter, the exclusion of liability and indemnities specified

herein shall apply without regard to cause or causes thereof, including the negligence of the PARTY

indemnified. However, the exclusion of liability and indemnities shall not apply and may not be relied on

by a PARTY to the extent that any claim or liability was caused by the GROSS NEGLIGENCE or WILLFUL

MISCONDUCT of such PARTY.

20.2 SUPPLIER shall be liable for and shall INDEMNIFY PURCHASER GROUP from and against any and all

liabilities, claims, judgments, losses, expensed and any cost related thereto (including attorney’s fees and

Court Costs) of whatever nature and howsoever caused, in respect of, or arising out of:

a. injury, illness or death of any member of SUPPLIER GROUP;

b. loss of, or damage to the property, owned, hired or leased, of any member of SUPPLIER GROUP;

c. loss of, or damage to, the property, owned, hired or leased, of any member of PURCHASER

GROUP while under the care, custody, control, protection and/or preservation of any member of

SUPPLIER GROUP; and/or

d. personal injury, including death or disease, or loss of or damage to the property of any THIRD

PARTY, to the extent that any such injury, loss or damage is caused by the negligence or breach

of duty (weather statutory or otherwise) of the SUPPLIER GROUP.

20.3 PURCHASER shall be liable for and shall INDEMNIFY SUPPLIER GROUP from and against any and all

liabilities, claims, judgments, losses, expensed and any cost related thereto (including attorney’s fees and

Court Costs) of whatever nature and howsoever caused, in respect of, or arising out of:

injury, illness or death of any member of PURCHASER GROUP;

b. subject to Sub-Clause 20.2 c. here above, loss of, or damage to the property, owned, hired or

leased, of any member of PURCHASER GROUP; and/or

c. personal injury, including death or disease, or loss of or damage to the property of any THIRD

PARTY, to the extent that any such injury, loss or damage is caused by the negligence or breach

of duty (weather statutory or otherwise) of the PURCHASER GROUP.

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20.4 PURCHASER shall be liable for and shall INDEMNIFY SUPPLIER GROUP from and against any and all

liabilities, claims, judgments, losses, expenses and any costs related thereto arising from or in connection

with pollution and/or contamination attributable to PURCHASER in the performance of the PURCHASE

ORDER DOCUMENTS.

20.5 SUPPLIER shall be liable for and shall INDEMNIFY PURCHASER GROUP from and against any and all

liabilities, claims, judgments, losses, expenses and any costs related thereto arising from or in connection

with pollution and/or contamination attributable to SUPPLIER arising from the GOODS or from the

performance of the PURCHASE ORDER DOCUMENTS.

20.6 If either PARTY becomes aware of any incident likely to give rise to a claim, it shall notify the other PARTY

and both PARTIES shall cooperate fully in investigating the incident.

Except as otherwise stated herein, the PARTY charged under this Clause with responsibility for a claim

shall have the sole and exclusive right and obligation to control and conduct settlement or litigation of any

such claim.

21 CONSEQUENTIAL DAMAGES

Notwithstanding any provision to the contrary specified in the PURCHASE ORDER DOCUMENTS, neither

PARTY shall be liable towards the other PARTY under the PURCHASE ORDER DOCUMENTS whether by

way of indemnity or in contract or in tort (including negligence), for any CONSEQUENTIAL LOSS, and each

PARTY shall INDEMNIFY the other PARTY from and against all such claims, demands and causes of action,

irrespective of the cause.

22 LIMITATION OF LIABILITY

22.1 SUPPLIER’s liability towards PURCHASER under or in connection with the PURCHASE ORDER

DOCUMENTS shall be limited to the value specified in the PURCHASE ORDER.

22.2 Notwithstanding any provision to the contrary specified in the PURCHASE ORDER DOCUMENTS, this

limitation shall not apply to or be reduced by SUPPLIER liabilities, obligations or duties arising in

connection with the following:

a. any liability arising out of fraud, WILLFUL MISCONDUCT or GROSS NEGLIGENCE of SUPPLIER;

b. liquidated damages as specified in Clause 9 “LIQUIDATED DAMAGES”;

c. amounts recovered by SUPPLIER (or which would have been recovered, but for the act or omission

of the SUPPLIER, have not been recovered) under insurances carried out pursuant to the

PURCHASE ORDER DOCUMENTS;

d. in relation to Clause 11 “WARRANTIES”, Clause 13 “TAXES, DUTIES, AND FEES”, Sub-Clause

20.2, Sub-Clause 20.5, Clause 25 “LAWS AND REGULATIONS”, Clause 34 “LIENS” and Clause

36 “INTELLECTUAL PROPERTY RIGHTS”.

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INSURANCE REQUIREMENTS

23.1 Without limitation to SUPPLIER’s obligations and responsibilities under the PURCHASE ORDER

DOCUMENTS, SUPPLIER, at its own cost and charge, shall take out and maintain in full force and effect

throughout the duration of the PURCHASE ORDER a Comprehensive General Liability Insurance, with a

limit of not less than the sums set out in the PURCHASE ORDER applicable to bodily injury, sickness or

death of any person and/or for loss or damage to property including any consequential loss thereto. This

policy shall also cover pollution liability and liability arising out of the GOODS.

23.2 Before commencing performance under the PURCHASE ORDER DOCUMENTS, SUPPLIER shall

provide PURCHASER with a certificate evidencing that this insurance is in full force and effect.

24 GOVERNING LAW

The PURCHASE ORDER DOCUMENTS shall be governed by and construed exclusively in accordance with

the provisions of the Laws of England and Wales, excluding its conflict of law provisions.

25 LAWS AND REGULATIONS

SUPPLIER GROUP shall comply with any and all APPLICABLE LAWS and shall INDEMNIFY PURCHASER

GROUP from and against any and all liabilities, claims, demands, suits, proceedings, judgments, losses, costs,

expenses penalties, fees and any other cause of which may be imposed by governmental authority or THIRD

PARTY by reason of any alleged violation of APPLICABLE LAWS by SUPPLIER.

26 SETTLEMENT OF DISPUTES

26.1 All disputes between PURCHASER and SUPPLIER in connection with or arising out of the PURCHASE

ORDER DOCUMENTS, shall be resolved by means of the following procedure:

a. The dispute shall initially be referred to PURCHASER’s Representative and SUPPLIER’s

Representative who shall discuss the matter in dispute, and make all reasonable efforts to settle

the dispute amicably;

b. If the matter in dispute cannot be resolved under Sub-Clause 26.1 a. above within 15 (fifteen) days

after receipt by one PARTY of the other PARTY’s written request for such amicable settlement, the

dispute shall be referred to the Managing Directors of PURCHASER and SUPPLIER.

26.2 Unless otherwise stated in the PURCHASE ORDER, all disputes arising out of or in connection with the

PURCHASE ORDER DOCUMENTS which are not settled amicably under the preceding paragraph of

this Clause within 45 (forty-five) days after receipt of the above-mentioned written request, may be

submitted by either PARTY to arbitration in accordance with the Rules of Arbitration of the International

Chamber of Commerce. The arbitrators shall be 3 (three) and shall be appointed in accordance with said

rules.

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26.3 The seat of the arbitral proceedings shall be London, United Kingdom, and such proceedings shall be

conducted in the English language. The arbitral award shall be final and binding on the PARTIES. Each

PARTY irrevocably and unconditionally waives any objection or immunity on grounds of sovereignty or

otherwise to the arbitral proceedings.

26.4 Whilst any matter or matters are in dispute, SUPPLIER shall continue with the performance and

completion of the SUPPLY, and the PARTIES shall comply with all the provisions of the PURCHASE

ORDER DOCUMENTS.

27 CONFIDENTIALITY AND ETHICAL BUSINESS STANDARDS

PERSONAL DATA PROTECTION

27.1 The PARTIES are fully informed and have agreed to exchange documents and information regarding

personal data of the other PARTY, in compliance with APPLICABLE LAWS. In particular, PURCHASER

informs SUPPLIER that the documents and information regarding personal data of SUPPLIER GROUP

exchanged in connection with the PURCHASE ORDER shall be treated in accordance with the

information note available on the website www.saipem.com.

CONFIDENTIALITY

27.2 Without limitation of SUPPLIER obligations hereunder, SUPPLIER shall:

a. receive the CONFIDENTIAL INFORMATION in strict confidence and adopt any necessary measure

to maintain it confidential;

b. not disclose it to any THIRD PARTY unless otherwise previously authorized in writing by

PURCHASER;

c. use it only in connection with the performance of the SUPPLY;

d. delete or destroy any data and document containing the CONFIDENTIAL INFORMATION, upon

PURCHASER ‘s request;

e. not apply for patents, claim patents and/or other INTELLECTUAL PROPERTY based on or derived

from, directly and/or indirectly, any information or data included in the CONFIDENTIAL

INFORMATION.

27.3 The provisions of this Clause shall survive any expiration or termination of the PURCHASE ORDER until

the CONFIDENTIAL INFORMATION becomes of public domain out of the breach of this Clause by

SUPPLIER.

27.4 If any part of CONFIDENTIAL INFORMATION is subpoenaed or otherwise required to be disclosed to a

third party by order of a court, or by any stock exchange or other regulatory body, SUPPLIER shall

promptly notify PURCHASER in writing and, in consultation with PURCHASER, seek to obtain suitable

protective orders to maintain the confidentiality of the CONFIDENTIAL INFORMATION provided that,

however, in the event such protective order or other remedy is not obtained, SUPPLIER agrees to disclose

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to obtain assurance that confidential treatment will be afforded to such portion of the CONFIDENTIAL

INFORMATION disclosed.

27.5 The obligations of confidentiality referred to this Clause 27 “CONFIDENTIALITY”, shall not apply to any

CONFIDENTIAL INFORMATION that:

a. was in the possession of SUPPLIER prior to PURCHASER ‘s disclosure of the same to it and was

not acquired from PURCHASER, or

b. is acquired by SUPPLIER from any third party who has no direct or indirect confidential commitment

with respect to same, or

c. is, at the time of disclosure, or subsequently becomes part of the public domain other than by

breach of this PURCHASE ORDER or a confidentiality obligation owed to SUPPLIER.

27.5.1 Specific CONFIDENTIAL INFORMATION disclosed to SUPPLIER shall not be deemed to fall under

the above exceptions merely because it is embraced by more general information which is or

becomes public knowledge or was in the prior possession of SUPPLIER.

27.5.2 SUPPLIER shall ensure that all members of SUPPLIER GROUP shall not (i) publish any press

release, announcement advertisement or reference to the SUPPLY or to the PURCHASE ORDER

DOCUMENTS in any way and/or (ii) provide any information to any newspaper, trade journal,

publication or radio or television broadcasting body, or the agents or reporters of such concerns on

any matters related to the SUPPLY or to the PURCHASE ORDER DOCUMENTS, without the prior

written consent of PURCHASER.

27.6 The provisions of this Clause shall survive any expiration or termination of the PURCHASE ORDER.

27.7 SUPPLIER represents and warrants that CONFIDENTIAL INFORMATION shall be treated in accordance

with the provision of this Clause 27 “CONFIDENTIALITY”, and SUPPLIER agrees to INDEMNIFY

PURCHASER GROUP from and against any and all claims, losses, costs, demands, damages, suits,

judgments, penalties, liabilities, debts, expenses and causes of action and every other claim or litigation

(including all costs thereof and attorney’s fees) of every kind and character suffered by PURCHASER

GROUP as a result of breach of this Clause by SUPPLIER.

ETHICAL BUSINESS STANDARDS

27.8 In connection with the PURCHASE ORDER, SUPPLIER represents and warrants to comply with (and to

have given and implemented instructions to its directors, employees and/or agents to comply with) all

applicable anti-bribery, anti-corruption and anti-money laundering laws, rules, and regulations including,

but not limited to, Italian Legislative Decree No. 231 of 8 June 2001, Bribery Act 2010 of the United

Kingdom, Foreign Corrupt Practices Act of 1977 of the United States of America, French Law No. 2016-

1691, known as “Sapin II” Law (the “Anti-Corruption Laws”), as well as with the principles of the relevant

international treaties and conventions, including the “OECD Convention on Combating Bribery of Foreign

Public Officials in International Business Transactions of 1997” and the “United Nations Convention

against Corruption of 2003”.

27.9 SUPPLIER declares to have received, and to have knowledge of, the contents of PURCHASER’s

Organization, Management and Control Model, which includes PURCHASER’s Code of Ethics, drafted

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by PURCHASER in accordance with the principles of the international treaties and conventions above

mentioned at Sub-Clause 27.8, with the applicable Anti-Corruption Laws and with the specific legislation

in force regarding the administrative liability of legal entities for offences committed by their directors,

employees and/or agents.

SUPPLIER declares that at all times in relation to the performance of the SUPPLIER’s obligations under

the PURCHASE ORDER it shall and it shall procure that its directors, officers, employees, sub-suppliers,

agents, insurers, shareholders, consultants and any other person representing it or acting on its behalf,

observe and abide by the principles of PURCHASER’s Code of Ethics.

27.10 SUPPLIER, on its behalf and on behalf of its PRINCIPALS, represents, warrants, covenants, agrees

and undertakes:

a. that neither the SUPPLIER nor any of its PRINCIPALS in the course of supplying the GOODS and

SERVICES under the PURCHASE ORDER:

i. have directly or indirectly made, offered, promised, authorized or will make, offer, promise or

authorize any improper or illegal payment, gift or other advantage, be it monetary or otherwise

to any third party, or any person in a private or public function, including any PUBLIC OFFICIAL,

for the purpose of illegally influencing actions or decisions or securing any improper advantage;

ii. have directly or indirectly made, offered, promised, authorized or will make, offer, promise, or

authorize any improper or illegal payment, gift, or other advantage, be it monetary or otherwise,

to PURCHASER (including PURCHASER’s PRINCIPALS and employees) or third party

representing the PURCHASER in order to influence the award of any purchase order (including

the present PURCHASE ORDER) by the PURCHASER;

iii. have in any other way violated the laws, rules or regulations of any country having jurisdiction

over the PARTIES or the subject matter of the PURCHASE ORDER or over the GOODS and

SERVICES, including the country in which the GOODS and SERVICES are to be delivered or

payments to the SUPPLIER are to be made;

b. that no PUBLIC OFFICIAL who is directly or indirectly related with the activities to be carried out

under this PURCHASE ORDER, or their FAMILY MEMBERS, will be appointed as PRINCIPAL of

the SUPPLIER or hired by the same as employee, consultant, intermediary or agent;

c. that in connection with the performance of the PURCHASE ORDER, will not purchase or sell (or

agree to purchase or sell) goods or services from any individual or entity, the payment for which

will go, directly or indirectly, to a PUBLIC OFFICIAL or any relative or designee of any such

individual without previously disclosing and obtaining the PURCHASER’s written approval for such

purchase or sale;

d. that in connection with the performance of the PURCHASE ORDER has not paid and will not pay

any FACILITATION PAYMENTS which are expressly prohibited by PURCHASER.

27.11 SUPPLIER further agrees and undertakes that, in connection with the PURCHASE ORDER and any

other business transactions with the PURCHASER:

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a. it has in place appropriate compliance, anti-bribery and anti-corruption controls on third parties in

order to ensure, guarantee and be responsible vis-à-vis the PURCHASER that they are duly

qualified to perform the tasks for which they have been engaged, that they are of good reputation,

and that they present no bribery and/or corruption-related or other compliance risk for the

PURCHASER GROUP. SUPPLIER, upon PURCHASER’s discretional request, will provide

supporting evidence to the PURCHASER;

b. it shall cause all such third parties to agree in writing with any applicable laws and anti-corruption

obligations, as well as with the provisions set forth in this Clause 27 “ETHICAL BUSINESS

STANDARDS”; and

c. it shall regularly audit and/or monitor such third party providers to confirm their compliance with

applicable laws and anti-corruption obligations, as well as with the provisions of Clause 27

“ETHICAL BUSINESS STANDARDS”.

27.12 SUPPLIER shall keep accurate, complete, and full records of any accounting records related to the

PURCHASE ORDER and any fees received by it in respect of the same. PURCHASER and its

representatives or agents shall have the right, during normal business hours and upon reasonable notice,

to audit SUPPLIER and gain access to, examine and copy, its books, files and records relating to the

GOODS and SERVICES provided to the PURCHASER under the PURCHASE ORDER in order to verify

the compliance by SUPPLIER with the provisions of the present Clause 27 “ETHICAL BUSINESS

STANDARDS”. The SUPPLIER shall co-operate fully and shall cause its PRINCIPALS, directors and third

parties to cooperate fully with such audit even after termination of the PURCHASE ORDER, howsoever

arising. SUPPLIER shall obtain equivalent rights of audit as those specified above from its sub-supplier

and/or sub-contractors.

27.13 SUPPLIER represents that no conflict of interest situation, even potential, involving SUPPLIER and its

PRINCIPALS, occurs with regard to the performance of the activities under this PURCHASE ORDER and

commits to promptly inform PURCHASER whether such situation arises in the execution of the

PURCHASE ORDER itself.

27.14 Notwithstanding any other provision of the PURCHASE ORDER (including any provision which would

otherwise exclude or limit SUPPLIER’s liability under the PURCHASE ORDER), SUPPLIER shall

INDEMNIFY the PURCHASER GROUP from and against any and all liabilities, damages, losses (whether

direct and indirect), including any CONSEQUENTIAL LOSS suffered or incurred by the PURCHASER

GROUP arising out of or in connection with any breach by the SUPPLIER in relation to this Clause 27

“ETHICAL BUSINESS STANDARDS”.

27.15 SUPPLIER undertakes to guarantee compliance of Clause 27 “ETHICAL BUSINESS STANDARDS” by

all the members of SUPPLIER GROUP.

27.16 SUPPLIER shall reflect on a back to back basis the same compliance obligations provided in this Clause

27 “ETHICAL BUSINESS STANDARDS” in the agreements with any third parties engaged for the

performance of the PURCHASE ORDER.

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27.17 The PARTIES agree that any non-compliance, even partial, with the abovementioned declarations and

undertakings of this Clause 27 “ETHICAL BUSINESS STANDARDS” , reasonably resulting in adverse

consequences for PURCHASER, will be considered a material default under the PURCHASE ORDER

and, as a consequence, will entitle PURCHASER to unilaterally withdraw, even during its performance,

or to terminate the PURCHASE ORDER, by delivering written notice which shall include a brief summary

of the circumstances or of the legal proceedings demonstrating such non-compliance.

SUSTAINABILITY

27.18 SUPPLIER declares to have received and have knowledge of the contents of the “Policy Sustainable

Saipem” whereby Saipem is committed to act as a sustainable company, and to contribute to long term

growth and value creation through the effective involvement of all legitimate stakeholders.

27.19 Each PARTY declares that its activities under the PURCHASE ORDER shall in no event imply

unacceptable risks to people or the environment, and undertakes to manage and mitigate these risks in

its every day operational activities. If local requirements and standards do not exist or are inadequate to

manage the above risks, the PARTIES agree to operate in accordance with relevant internationally

accepted best practices.

28 ASSIGNMENT AND SUB-CONTRACTING

28.1 PURCHASER is entitled to assign, novate or otherwise transfer the PURCHASE ORDER DOCUMENTS

in whole or in part. It is specifically agreed that:

a. the SUPPLY TIME SCHEDULE as well as the terms of payment governing the relationship between

the PARTIES under the new PURCHASE ORDER DOCUMENTS shall remain those provided for

in the original PURCHASE ORDER DOCUMENTS;

b. SUPPLIER shall not consider or invoke the assignment as an event of discontinuity of its duties

and obligations under the original PURCHASE ORDER DOCUMENTS.

28.2 SUPPLIER shall not assign, charge or otherwise transfer the PURCHASE ORDER DOCUMENTS, in

whole or in part, without the prior written approval of PURCHASER.

28.3 SUPPLIER shall not subcontract the whole of the PURCHASE ORDER DOCUMENTS. SUPPLIER shall

not subcontract any part of the PURCHASE ORDER DOCUMENTS to third parties without the prior

written approval of PURCHASER.

28.4 Such approval shall not relieve SUPPLIER of any liability or obligation under the PURCHASE ORDER

DOCUMENTS, and it shall be fully liable for the work, acts, omissions, defaults and neglects of any of its

sub-supplier and/or sub-contractor including their agents, representatives, employees and personnel, as

if they were acts, omissions or defaults and neglects of SUPPLIER. SUPPLIER shall ensure that the terms

of any subcontract agreement shall fully comply with the obligations of the PURCHASE ORDER

DOCUMENTS.

28.5 Before giving its written approval to subcontracting, PURCHASER shall have the right to review the form

of the sub-contract, the choice of the sub-supplier and/or sub-contractor, the part of the PURCHASE

ORDER DOCUMENTS included in the subcontract, and any other details requested by PURCHASER.

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28.6 SUPPLIER shall ensure that each sub-contract shall grant SUPPLIER the unconditional right of

assignment of the sub-contract to PURCHASER. Upon PURCHASER’s request, SUPPLIER shall

promptly assign the related sub-contract to PURCHASER, within the period indicated in such request.

29 ASSIGNMENT OF CREDIT

29.1 Unless expressly authorized by PURCHASER, the assignment of any and all credits due to SUPPLIER

under the PURCHASE ORDER is excluded with resulting liability of SUPPLIER to PURCHASER for any

breach of this provision.

29.2 Furthermore, in no circumstances may SUPPLIER give any special cash warrants to any third party, or

delegate in any manner whatsoever, the collection of any of the monies due to SUPPLIER hereunder.

30 SUPPLIER TO INFORM ITSELF AND NON-WAIVER OF RIGHTS

30.1 SUPPLIER shall be deemed to have satisfied itself, before entering into the PURCHASE ORDER, as to

the PURCHASE ORDER DOCUMENTS requirements, and to the extent and nature of the SUPPLY

including but not limited to the services, personnel, materials and equipment, plant, consumables and

facilities required for the SUPPLY, the correctness and sufficiency of the TOTAL PURCHASE ORDER

AMOUNT, general and local conditions including climatic, sea, water and weather conditions, and all other

matters which could affect progress of the SUPPLY. It is hereby agreed that PURCHASER shall grant no

increase in the TOTAL PURCHASE ORDER AMOUNT or any extension of the SUPPLY TIME

SCHEDULE to SUPPLIER in respect of the foregoing, including any PURCHASER TECHNICAL

DOCUMENTS.

30.2 The waiver of any rights or relaxation of any provision in the PURCHASE ORDER DOCUMENTS, shall

not be valid unless in writing and approved by PURCHASER. Notwithstanding the foregoing, the failure

of PURCHASER to exercise or enforce any right, remedy or provision contained in the PURCHASE

ORDER DOCUMENTS, shall not relieve SUPPLIER of any of its obligations under the PURCHASE

ORDER DOCUMENTS and shall not affect or constitute a waiver of such right, remedy or provision.

31 SURVIVAL OF PROVISIONS

Those provisions of the PURCHASE ORDER DOCUMENTS which by their nature extend beyond the

completion of the SUPPLY shall so survive any expiration or termination of the PURCHASE ORDER

DOCUMENTS.

32 AUDITING

32.1 For the purposes of audit, SUPPLIER shall keep all documents relating to the PURCHASE ORDER

DOCUMENTS for 5 (five) years from the expiration of the Warranty Period. PURCHASER, and its

representative or agents shall have the right during normal business hours to examine and copy all

documents of SUPPLIER GROUP, that are pertinent to the PURCHASE ORDER DOCUMENTS or which

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concern the observance of labour and social security laws and regulations. SUPPLIER shall obtain

equivalent rights of audit as those specified above from its sub-supplier and/or sub-contractors.

32.2 Unless otherwise specified in the PURCHASE ORDER, all pertinent administrative records such as

invoices, tax receipts and VAT receipts shall be retained for 10 (ten) years after the DELIVERY DATE.

32.3 If so requested by PURCHASER, SUPPLIER shall promptly, but no later than 7 (seven) days from receipt

of such request, provide information concerning its control structure, including the identity of its

shareholders and their relevant stakes. In the event of trust and/or fiduciary registration, however qualified,

SUPPLIER shall also provide the identity of the relevant grantors, and their respective stake.

33 THIRD PARTIES’ RIGHTS

No person or entity who is not a party to the PURCHASE ORDER DOCUMENTS shall have any rights under

the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of the PURCHASE ORDER

DOCUMENTS.

34 LIENS

34.1 SUPPLIER undertakes not to do, or permit any act, omission or deed which would result in the creation

of any lien, charge or encumbrance of any kind whatsoever on PURCHASER’s property and hereby

warrants that it has not created or done any of the same before entering into the PURCHASE ORDER.

34.2 If, at any time, PURCHASER shall receive notice or information of the recording of any such lien, charge

or encumbrance of any kind whatever or any evidence thereof SUPPLIER shall immediately remove the

same and shall INDEMNIFY PURCHASER GROUP from and against any and all liabilities for the

payment of the amount of any lien, charge, or encumbrance of any kind whatsoever claimed against the

property of PURCHASER GROUP created by SUPPLIER GROUP, or by any of its sub-supplier, and/or

sub-contractor, or by their respective employees and agents.

35 DEBTS DUE BY SUPPLIER

In each case when, under or by virtue of the provisions contained in the PURCHASE ORDER DOCUMENTS,

SUPPLIER shall become liable for the payment of any sum of money to PURCHASER whether by way of

damages, indemnification or any expenses incurred by PURCHASER in connection with the performance of

the SUPPLY due to negligence, default or omission of SUPPLIER, PURCHASER may deduct such sum from

any payment due or which may become due to SUPPLIER, or recover such sum by any other lawful means,

without prejudice to any other remedies PURCHASER may have under the PURCHASE ORDER

DOCUMENTS.

INTELLECTUAL PROPERTY RIGHTS

36.1 SUPPLIER represents and warrants that it possesses or shall be granted any INTELLECTUAL

PROPERTY which is necessary for the performance of its obligations under the PURCHASE ORDER

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DOCUMENTS and that the SUPPLY does not infringe any INTELLECTUAL PROPERTY of any third

party. SUPPLIER further represents and warrants that PURCHASER shall possess and be free to use

the SUPPLY for any purpose and that such unlimited right to use is included in the TOTAL PURCHASE

ORDER AMOUNT.

36.2 Any INTELLECTUAL PROPERTY which arises out of or in connection with the performance of the

SUPPLY shall vest wholly and exclusively in PURCHASER. No further compensation shall be due by

PURCHASER GROUP for the generation of the above-mentioned rights and INTELLECTUAL

PROPERTY, either to its inventor, or to SUPPLIER GROUP.

36.3 SUPPLIER agrees to INDEMNIFY PURCHASER GROUP from and against any and all liabilities, claims,

demands, suits, proceedings, judgments, losses, costs, expenses, penalties, fees and any other causes

of action suffered by PURCHASER GROUP as a result of breach of this Clause 36 “INTELLECTUAL

PROPERTY RIGHTS” by SUPPLIER GROUP.

INDEPENDENT SUPPLIER

37.1 The SUPPLY shall be performed by SUPPLIER as an independent supplier, and SUPPLIER, its

employees, collaborators, agents, servants and representatives shall not be considered for any purpose

to be employees, collaborators, agents, servants or representatives of PURCHASER.

37.2 SUPPLIER shall have in any time complete control, supervision and direction over its equipment and

personnel and over the manner and method of performing all the SUPPLY and PURCHASER shall have

no authority

to supervise SUPPLIER’s and/or subcontractors’ employees, representatives or

collaborators, agents, servants.

37.3 It is expressly agreed that it is not the purpose or intention of the PURCHASE ORDER to create, nor shall

the same be construed as creating, any employment relationship, partnership, joint operation or agency

relationship between PURCHASER and SUPPLIER’s and/or subcontractors’ employees, collaborators,

agents, servants, representatives.

37.4 SUPPLIER shall INDEMNIFY PURCHASER GROUP from and against any and all liabilities, claims,

demands, suits, proceedings, judgments, losses, costs, expenses, penalties, fees and any other causes

of action which may arise out of the SUPPLIER’s and/or subcontractors’ failure to perform any payments

due to the personnel involved in performing the activities related to the PURCHASE ORDER

DOCUMENTS (including all wages, salaries, overtime pay, benefits, allowances, taxes, social security

contributions, insurance payments, etc.), pursuant to APPLICABLE LAWS and/or individual and/or

collective agreements.

38 QUALITY ASSURANCE/QUALITY CONTROL

38.1 The SUPPLY shall be carried out under Quality Assurance/Quality Control conditions, within a Quality

Management System frame put in place by SUPPLIER, in accordance with PURCHASER’s Specification

“Quality Requirements for Suppliers/Sub-contractors”, when provided, as specified in the PURCHASE

ORDER.

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38.2 PURCHASER shall be entitled to review, reject or approve SUPPLIER’s Quality Management System,

based on the applicable requirements, and to asses it before and/or during the development activities and

at any progress stage and shall be granted free access in connection therewith.

39 HEALTH SAFETY ENVIRONMENTAL REQUIREMENTS

39.1 PURCHASER places prime importance on health, safety and environmental (“HSE”) issues and requires

that, in performing the SUPPLY, the SUPPLIER GROUP takes, at its own cost, the appropriate

precautions and measures to safeguard the health of the people that may be affected by the SUPPLY,

ensure high safety and security levels in conducting operations and avoid or mitigate negative impacts of

the SUPPLY on the environment during its life cycle and take all appropriate measures to protect

PURCHASER’s property and personnel at SUPPLIER’s facilities.

39.2 SUPPLIER shall, in performing the SUPPLY, comply with all APPLICABLE LAWS and with HSE

requirements and specifications as referred in the PURCHASE ORDER DOCUMENTS.

39.3 Should SUPPLIER perform SERVICES and/or any activities at SITE, it is SUPPLIER responsibility to ask

to PURCHASER to specify the list of HSE requirements to comply with. Any costs deriving from these

HSE requirements shall be borne by SUPPLIER. In any case, SUPPLIER’s personnel shall fulfil the

following requirements:

a. SUPPLIER shall not transport, use, possess, promote or sale of substances like alcoholic

beverages and drugs on SITE;

b. SUPPLIER shall provide a Health Certificate for all its personnel, as proof of their fitness for their

respective tasks in relation to the SERVICES. Such certificate shall be valid for one year, unless

stated otherwise;

c. SUPPLIER shall provide for its employees all the necessary Personal Protective Equipment (PPE);

d. SUPPLIER shall provide for its employees all the training necessary to provide the SERVICES;

e. SUPPLIER shall, in case the SUPPLY includes the presence of SUPPLIER’s personnel onboard

offshore units, inform itself about which kind of offshore survival certificate (valid and in compliance

with standards of training) all SUPPLIER’s personnel must have.

39.4 The GOODS under the PURCHASE ORDER DOCUMENTS shall be provided together with:

a. appropriate Material Safety Data Sheet (MSDS), complying with the relevant APPLICABLE LAWS

and regulations of the Country of the GOODS destination, written in English and in the appropriate

local language;

b. appropriate certifications as required to comply with APPLICABLE LAWS;

c. asbestos free certification issued by manufacturer;

d. documented information on the proper handling of the GOODS at the end of their life of use and

adequate instructions for its appropriate disposal / recycling / reuse.

39.5 PURCHASER reserves the right to inspect SUPPLIER’s facility at any time in order to assess compliance

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40 RISK MANAGEMENT

40.1 Given the importance of risk management for PURCHASER’s activities, PURCHASER has implemented

on its projects a structured approach to identify, analyze, mitigate and control the risks which could

jeopardize the successful completion of the PROJECT. As part of this approach, it is essential that

potential risks arising from the Scope of the PURCHASE ORDER DOCUMENTS be properly addressed

and shared with PURCHASER.

40.2 Therefore, and as part of the scope of the PURCHASE ORDER DOCUMENTS, SUPPLIER may be

requested to implement a similar process for managing the risks pertaining to its activities on the project,

and to periodically share with PURCHASER the current status of those risks.

40.3 SUPPLIER may be required to participate in dedicated “risk status review meetings” upon PURCHASER

notice.

40.4 Participation of SUPPLIER in this risk management process does not in any way relieve SUPPLIER from

any of its contractual obligations either under the PURCHASE ORDER DOCUMENTS, or at law. In

particular, it is SUPPLIER’s responsibility and duty to take all possible preventive or corrective actions to

properly address the risks pertaining to its scope of work (either identified by SUPPLIER or PURCHASER)

that could impact PURCHASER’s activities and objectives.

41 EXPEDITING, INSPECTION AND TESTING, SHIPMENT PREPARATION, PACKING AND MARKING

EXPEDITING

41.1 SUPPLIER shall provide PURCHASER with Time/Material Schedule and Work Progress Monitoring

within terms specified in PURCHASE ORDER and provide regular, accurate and complete information

regarding the progress and delivery status of the SUPPLY. PURCHASER shall be entitled to verify the

progress of the supply at frequent intervals so as to ensure that SUPPLIER is performing the SUPPLY in

accordance with the PURCHASE ORDER DOCUEMENTS.

41.2 All aspects, section and phases of the supply chain, including the portion of SUPPLIER’s sub-contractors

or sub-supplier, shall be under SUPPLIER control and responsibility. PURCHASER shall have during the

working hours free access to any premises or facilities of SUPPLIER, or its sub-suppliers, or sub-

contractor to directly verify any of the information pertaining to the supply chain and SUPPLIER shall

provide all the relevant information to allow the verification of the progress of the supply. Any verification

and or inspection performed by PURCHASER shall in no way relieve SUPPLIER of its responsibilities

and obligations under the PURCHASE ORDER DOCUMENTS.

41.3 It is understood that the implementation of any corrective action or any tests/inspections required by

PURCHASER after the expediting shall never entitle SUPPLIER to a CHANGE of the TOTAL PURCHASE

ORDER AMOUNT and/or the DELIVERY DATE.

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INSPECTION AND TESTING

41.4 PURCHASER and/or AUTHORIZED INSPECTION AUTHORITY shall be entitled to witness, inspect and

test the GOODS in compliance with the PURCHASE ORDER DOCUMENTS and/or documents approved

by PURCHASER, at no additional cost to PURCHASER.

41.5 All costs incurred by PURCHASER shall be borne by SUPPLIER in the following cases:

a. If, as a result of a defect and/or failed test, it turns out to be necessary to re-inspect and/or witness

the re-testing after correction of the defect.

b. If, as a result of a non-conformity, it turns out to be necessary to make additional and/or

complementary verifications, tests to those provided for in the PURCHASE ORDER DOCUMENT.

c. In the event of a postponement or cancellation by SUPPLIER less than 8 (eight) days before the

date scheduled for the control visit / inspection.

41.6 PURCHASER and the AUTHORIZED INSPECTION AUTHORITY shall have during the working hours

free access to any premises or facilities of SUPPLIER, or its sub-suppliers, or sub-contractors, for

inspecting the GOODS or any part thereof or material used in the manufacture thereof, including any

documents, or information connected therewith. Where required, SUPPLIER shall provide free of charge

suitable office space with adequate communication facilities (phone, fax, computer, etc.) for reasonable

use.

41.7 PURCHASER shall have the right to reject any part of the GOODS or any rework that does not comply

with any requirement of the PURCHASE ORDER DOCUMENTS. Upon receiving notice of rejection,

SUPPLIER, at its sole cost and expense, shall immediately commence to re-perform, repair or replace

the defective part of the GOODS and shall carry out such inspections and/or tests on other parts of the

GOODS as PURCHASER may require to ensure that there are no similar parts of the GOODS that fail to

comply with the requirements of the PURCHASE ORDER DOCUMENTS. SUPPLIER agrees that the

PURCHASER may temporarily use all or part of the rejected GOODS until the same is replaced by

conforming GOODS.

41.8 Neither failure on the part of PURCHASER to inspect the SUPPLY or to witness or to test or to discover

defects nor failure to reject work performed by SUPPLIER which is not in accordance with the PURCHASE

ORDER DOCUMENTS shall relieve SUPPLIER of any liability or obligation under the PURCHASE

ORDER DOCUMENTS.

INSPECTION BY STATUTORY AUTHORITIES

41.9 SUPPLIER shall carry out all the formalities relating to the approvals and tests established by Statutory

Authorities.

41.10 All the costs relating to the approvals and tests by Statutory Authorities including any fees for inspectors,

shall be borne by SUPPLIER and shall not entitle SUPPLIER to any adjustment of the TOTAL

PURCHASE ORDER AMOUNT and/or the DELIVERY DATE.

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WEIGHT OF THE GOODS

41.11 SUPPLIER acknowledges the importance for PURCHASER of the weight of the GOODS. Therefore,

SUPPLIER shall use a reasonable weight control system in order to ensure that the weight of the GOODS

shall be within the weights specified in the PURCHASER ORDER.

41.12 Unless otherwise specified, the actual weight of the GOODS shall be the same as to the weight on hook

verified at the delivery of the GOODS.

41.13 SUPPLIER is responsible for ensuring that the weight of the GOODS is documented.

SHIPMENT PREPARATION, PACKING AND MARKING

41.14 SUPPLIER shall ensure that all GOODS shall be adequately and appropriately packed and secured to

ensure safe transportation to the FINAL DESTINATION according to the mean of transport selected by

PURCHASER. SUPPLIER shall comply in all respects with PURCHASER’s Packaging, Shipping and

Marking as specified in the PURCHASE ORDER DOCUMENTS unless differently instructed by

PURCHASER.

41.15 SUPPLIER shall also be responsible for any damage, deterioration and corrosion to the GOODS

resulting from bad or ineffective packing, incorrect or inadequate protection during transportation and

storage or failure to provide and indicate storage recommendations.

41.16 PURCHASER shall be entitled to inspect the packing, marking and product certificates accompanying

the GOODS.

41.17 The cost of packing material, packing cases and other packing charges are included in the TOTAL

PURCHASE ORDER AMOUNT. Packing cases and packing material shall become and remain the

property of PURCHASER.

41.18 SUPPLIER, at is care and costs, shall:

a. Ensure that GOODS hold the necessary export licences from the DELIVERY POINT and import

licenses for the FINAL DESTINATION;

b. Provide all the necessary information/documents to determine the Country of Origin of the GOODS;

c. Promptly inform the PURCHASER and provide all the necessary information/documents no later

than SUPPLIER acceptance of PURCHASE ORDER DOCUMENTS, whether the GOODS are

included in the control list of the Wassenaar Arrangement on Export Controls for Conventional Arms

and Dual-Use Goods and Technologies;

d. Provide all shipping documents and applicable licenses necessary to complete export/import

formalities. In case of modifications of shipping instruction by PURCHASER, SUPPLIER shall

update the shipping documents accordingly;

e. Provide all the necessary information/documents if the GOODS are hazardous for shipment.

PACKING

41.19 Packing shall be carried out by SUPPLIER in accordance with the PURCHASER’s instruction.

41.20 Each packaged material and equipment shall not exceed the dimension of 2,5 mt width 2,5 mt high, 12

mt length and 20 Ton weight.

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Package exceeding above defined dimensions/weight are considered oversize/overweight item. In case

of oversize/overweight packages, SUPPLIER shall promptly notify to PURCHASER and guarantee the

feasibility of the transport of said packages from its own workshop to the nearest main commercial port

and/or reduce the dimension/weight of the package accordingly.

41.21 Unless otherwise stated in the PURCHASE ORDER, the materials/equipment shall be packed

separately for each DELIVERY POINT stated in the PURCHASE ORDER.

41.22 Unless otherwise stated in the PURCHASE ORDER, spare parts shall be packed separately in

accordance with their use (spare parts for erection, for commissioning, two years’ operation spare parts,

capital spare parts).

41.23 SUPPLIER is also responsible to ensure a proper packing water sealed for the set of product certificates

shipped along with the GOODS.

MARKING

41.24 Marking shall be carried out by SUPPLIER in accordance with PURCHASER’s instruction.

41.25 After the GOODS have been tested and packed in accordance with the PURCHASE ORDER

DOCUMENTS, SUPPLIER shall send to PURCHASER the documents specified in the PURCHASE

ORDER DOCUMENTS.

42 TECHNICAL ASSISTANCE SERVICES

42.1 If and as per the conditions stipulated in the PURCHASE ORDER, SUPPLIER shall mobilize qualified

personnel to SITE to render technical assistance services.

42.2 PURCHASER will communicate to SUPPLIER the required number and the qualification of SUPPLIER’s

personnel, the date of beginning and the expected duration of the SERVICES. The expected duration

might vary, nonetheless SUPPLIER undertakes to make available its personnel for the entire period

actually required by PURCHASER. SUPPLIER shall mobilize its personnel to SITE not later than 15

(fifteen) days from PURCHASER’s request.

42.3 SUPPLIER shall be responsible to obtain, at SUPPLIER’s cost as specified hereunder, valid working visas

and other permits needed for SUPPLIER’s personnel to work at SITE. Any idle time due to the

unavailability of the foregoing shall not be paid to SUPPLIER.

42.4 Upon PURCHASER request, SUPPLIER shall promptly replace, at its cost, any personnel engaged in the

execution of the SERVICES in case of negligence in the performance of the SERVICES, including any

breach of HSE requirements or SITE regulations.

42.5 The SERVICES shall be compensated to SUPPLIER as follows:

a. Lump Sum

If the PARTIES have agreed lump sum amounts for the remuneration of the SERVICES, Clause

14 “INVOICING AND PAYMENT” shall apply. Such lump sum shall include also travelling expenses

and the costs related to the obtainment of visas and necessary permits, as well as any other costs

including but not limited to wages, salaries, benefits, allowances, taxes, social security contributions

and/or insurance payments.

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b. Rates and Time Sheets

If the PARTIES have agreed rates for the remuneration of the SERVICES, the following provisions

shall integrate, or supersede in case of conflicts, Clause 14 “INVOICING AND PAYMENT”:

i. The SERVICES shall be compensated applying only the rates agreed between the PARTIES

and included in the PURCHASE ORDER DOCUMENTS.

ii. Such rates shall also apply in case the SERVICES are carried out by SUPPLIER’s sub-supplier’s

personnel, unless specific rates have been agreed.

iii. The agreed rates are fixed and not subject to escalation for the entire duration of the

PURCHASE ORDER, unless otherwise agreed by the PARTIES.

iv. Notwithstanding any provisional amount included in the TOTAL PURCHASE ORDER AMOUNT

for the SERVICES, SUPPLIER will be compensated only on the basis of the SERVICES actually

performed.

v. The invoice(s) shall be issued on monthly basis, based on approved time sheets signed by

PURCHASER and SUPPLIER that shall be attached to the invoice(s) as back-up

documentation.

vi. For travelling expenses, SUPPLIER shall be reimbursed exclusively for the cost of the flights

ticket (economy class) from the airport of departure to the one of arrival. No allowance for extra

luggage, overnight stay or other transportation shall be reimbursed. The flights ticket cost shall

not be included in SUPPLIER’s rate and shall be reimbursed by PURCHASER at actual cost

upon the presentation of the relevant supporting documentation satisfactory to PURCHASER.

The reimbursement to SUPPLIER of the travelling expenses shall apply only to the travels for

mobilisation, demobilisation and travels for rotation. The travel shall not have intermediate stops

with the exception of those made for taking connecting flights. Notwithstanding the actual

duration of the travel, it will be retributed as a single normal working day.

vii. Costs related to the obtainment of visas and necessary permits shall not be included in

SUPPLIER’s rate and shall be reimbursed by PURCHASER at actual cost upon the presentation

of the relevant supporting documentation satisfactory to PURCHASER.

viii. Any other costs including but not limited to wages, salaries, benefits, allowances, taxes, social

security contributions and/or insurance payments shall be borne by SUPPLIER.

42.6 The normal working time of SUPPLIER’s personnel shall be 10 (ten) hours a day according to the SITE

working schedule, for a total of 60 (sixty) hours a week. In case of working day with less than 10 (ten)

hours, the daily rate will be reduced proportionally. Public holidays will be recognized according to the

local calendar at SITE.

42.6.1 Only hours exceeding the 60 (sixty) hours a week shall be considered overtime and shall be

previously authorized by PURCHASER.

42.6.2 Each day spent at SITE in which SUPPLIER personnel does not work for reasons beyond

SUPPLIER’s control will not be accounted as a working day.

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42.6.3 Rates agreed in the PURCHASE ORDER DOCUMENTS shall be applied in accordance with the

above indications.

42.6.4 Unless otherwise agreed between the PARTIES, SUPPLIER’s personnel will be allowed to go on

rotation every 75 (seventy-five) days of permanence at SITE for a maximum consecutive and

aggregate period of 21 (twenty-one) days per rotation. The cost of this travel will be compensated

by PURCHASER in accordance with Sub-Clause 42.5 b) vi. If required by PURCHASER,

SUPPLIER shall mobilize to SITE replacement personnel with a suitable time overlapping.

42.7 SUPPLIER’s personnel shall arrive at SITE with personal protective equipment and tools needed to

perform the SERVICES. PURCHASER shall not reimburse SUPPLIER any costs for working clothes

and/or for the clothing suitable to the climate of the SITE.

42.8 Board and lodging, security and local transportation for SUPPLIER’s personnel will be provided by

PURCHASER at the same conditions of PURCHASER’s personnel at SITE and the related costs will be

borne by PURCHASER.

42.9 In case of disease or accident of any kind, PURCHASER shall ensure that SUPPLIER’s personnel will

receive all the necessary primary medical and/or hospital treatment. SUPPLIER shall be at all times

responsible for any cost attributable to any medical or hospital treatment and should the personnel’s

inability to work exceed 48 (forty-eight) hours, at PURCHASER’s request SUPPLIER shall replace,

without delay, at SUPPLIER’s own cost, the person with another of equal qualification.

42.10 SUPPLIER represents and warrants that it shall carry out the SERVICES in a professional manner, and

that the SERVICE shall conform in all respect to the PURCHASE ORDER DOCUMENTS. The SERVICES

shall be considered completed only after the written acceptance by PURCHASER.

42.11 SUPPLIER warrants that SUPPLIER’s tools that will be used for the performance of the SERVICES are

fit for the purpose of the SERVICES, and that SUPPLIER ‘s personnel engaged for the performance of

the SERVICES possess the required qualification and experience.

42.12 SUPPLIER shall remain liable at any time for the correction of any deficiencies of any kind affecting the

SERVICES. Upon being notified by PURCHASER, SUPPLIER shall immediately, at SUPPLIER’s own

cost, rectify any defective SERVICES until the written acceptance of the SERVICE by PURCHASER.

42.13 Should any member of the SUPPLIER GROUP in the performance of the SERVICES cause, directly or

indirectly, any damage to any GOODS supplied by SUPPLIER GROUP under the PURCHASE ORDER,

the damaged GOOD shall be considered as if it was defaulting under Clause 11 “WARRANTIES”.

42.14 All provisions of the PURCHASE ORDER DOCUMENTS not expressly modified by the above

paragraphs of this Clause 42 “TECHNICAL ASSISTANCE SERVICES” shall apply to the performance of

the SERVICES to the extent applicable.

43 SECURITY

43.1 If SUPPLIER performs activities at PURCHASER’s premises and/or at SITE, SUPPLIER shall comply

with all applicable host country and international security laws, with PURCHASER security management

system, which, in line with existing industry best practice, establishes security-related guidelines and

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procedures to lower existing risks to As Low As Reasonably Practicable (ALARP), as per PURCHASER

Project Security Plan, and with all security procedures and instructions existing and implemented at SITE

and/or for the performance of the SUPPLY.

SUPPLIER operating under different security procedures shall notify in writing its intention to deviate from

PURCHASER applicable security procedures and instructions and shall prepare a “Security Bridging

Document” in order to harmonize SUPPLIER security procedures and instructions with those of

PURCHASER. The ‘’Security Bridging Document’’ shall be approved by PURCHASER and SUPPLIER

shall be responsible to implement it in a timely manner to execute the SUPPLY as per its obligations in

accordance with the PURCHASE ORDER.

43.2 SUPPLIER shall comply with PURCHASER’s Cyber Security Requirements, if applicable.

43.3 In any case, SUPPLIER shall and shall use its reasonable endeavours to ensure that its sub-suppliers

and sub-contractors performing part of the SUPPLY under the PURCHASE ORDER DOCUMENTS:

a. implement appropriate cyber security measures and systems and otherwise use reasonable

endeavours to maintain its cyber security;

b. have in place appropriate plans and procedures to allow it to respond efficiently and effectively to

a cyber security incident;

c. regularly review its cyber security arrangements to verify its application in practice and maintain

and keep records evidencing the same.

43.4 PURCHASER reserves the right to audit SUPPLIER in order to assess its compliance with the

aforementioned obligations, upon reasonable notice.

43.5 If SUPPLIER becomes aware of a cyber security incident which affects or is likely to affect its cyber

security, SUPPLIER shall:

a. as soon as reasonably practicable, but no later than 12 hours, notify PURCHASER;

b. promptly take all steps reasonably necessary to mitigate and/or resolve the cyber security incident,

at its own costs; and

c. keep PURCHASER informed.

44 EXPORT CONTROL LAWS AND REGULATIONS

44.1 SUPPLIER acknowledges that it is familiar with and will comply with all applicable TRADE CONTROL

LAWS.

44.2 SUPPLIER represents that it is not a RESTRICTED PARTY and that no RESTRICTED PARTIES will be

involved in the performance of his obligation under the PURCHASE ORDER.

44.3 Without prejudice to the foregoing, SUPPLIER shall provide PURCHASER, in writing, with the relevant

Export Control Classification Number (ECCN) or equivalent code in accordance with applicable

jurisdiction(s) for any dual-use or military items (including software and technology).

44.4 SUPPLIER shall be responsible for obtaining all necessary import and export licenses and/or any other

customs license as required by applicable for the performance of the obligations under the PURCHASE

ORDER DCUMENTS.

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44.5 SUPPLIER shall INDEMNIFY PURCHASER from all fines, penalties and all associated expenses arising

out of or resulting from the violation by SUPPLIER of any of his obligations under this Clause 44 “EXPORT

CONTROL LAWS AND REGULATIONS”.

45 EXPORT CREDIT AGENCIES

SUPPLIER acknowledges and agrees that PURCHASER may avail itself of a financing facility through the

involvement of Export Credit Agencies (“ECA”). SUPPLIER will, to the extent required by PURCHASER, assist

in good faith and cooperate with PURCHASER and any proposed Financing Entities (including any of their

advisers) in respect of the negotiation of the Financing Documents, and will furnish such information and

documents reasonably requested by PURCHASER and/or the proposed Financing Entities. SUPPLIER will do

all other things necessary, at no additional cost to PURCHASER, to permit the full utilization of the credit

facilities or other debt arrangements relating to any and all applicable ECA including meeting of all ongoing

terms, conditions and requirements of any ECA financing and agreeing modifications to this PURCHASE

ORDER as the Financing Entities may reasonably require.

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